-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UxTwE0CDTEbPO9O/PPXaTyhHb07/0THnUBaCx8S4p9S60Z9es1y8bUoBEHi/dReG 90Dbnhkzp/1zIf00AC/VVg== 0001157523-05-010751.txt : 20051212 0001157523-05-010751.hdr.sgml : 20051212 20051212172126 ACCESSION NUMBER: 0001157523-05-010751 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051209 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOVA INC CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 954647021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13279 FILM NUMBER: 051259123 BUSINESS ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 BUSINESS PHONE: 425-265-2400 MAIL ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 8-K 1 a5038174.txt UNOVA, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2005 UNOVA, INC. (Exact name of registrant as specified in its charter) Delaware 001-13279 95-4647021 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) file number) Identification Number) 6001 36th Avenue West 98203-1264 Everett, Washington (Zip Code) www.unova.com Address of principal executive offices and internet site) Registrant's telephone number, including area code: (425) 265-2400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets On December 9, 2005, UNOVA, Inc. (the "Company") completed the disposition of its Landis Grinding Systems division ("Landis") to members of Groupe Fives-Lille, an international industrial engineering group based in Montreuil-sous-Bois, France. The two companies announced the transaction on October 28, 2005. The selling parties under the Agreement are the Company and its wholly owned subsidiaries UNOVA Industrial Automation Systems, Inc. ("UIASI"), UNOVA U.K. Limited and UNOVA IP Corp. The purchasing parties are Compagnie de Fives-Lille, a private French company, Cinetic Landis Grinding Corp., a Delaware corporation, and Cinetic Landis Grinding Limited, a United Kingdom company. The purchasing parties acquired the global operations of Landis through the purchase of substantially all of the assets of the Landis Grinding Systems, Gardner Abrasives, and CITCO divisions of UIASI in the U.S. and the Landis Lund and Cranfield Precision divisions of UNOVA U.K. Limited in the United Kingdom. The consideration for the purchased assets consisted of $69 million in cash, a $10 million two-year note, and the assumption of certain liabilities, including specified liabilities relating to pension and other post-retirement obligations. The purchase price is subject to possible adjustments based on net working assets at closing. Item 8.01. Other Events On December 12, 2005, the Company issued a press release announcing the completion of the disposition of Landis, which is attached as Exhibit 99.1 hereto. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description - ------ ----------- 99.1 Press release issued by the Company dated December 12, 2005. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. UNOVA, INC. By: /s/ Janis L. Harwell ----------------------------------------- Janis L. Harwell Senior Vice President and General Counsel 2 December 12, 2005 EX-99.1 2 a5038174ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 UNOVA Completes the Sale of Its Landis Operations EVERETT, Wash.--(BUSINESS WIRE)--Dec. 12, 2005--UNOVA, Inc. (NYSE:UNA) announced today that it has completed the sale of its Landis operations to Groupe Fives-Lille, a leading industrial engineering group based in Montreuil-sous-Bois, France. The two companies announced the transaction on October 28, 2005. Groupe Fives-Lille acquired the global operations of UNOVA's Landis Grinding Systems. The consideration for the purchased assets consisted of $69 million in cash, a $10 million two-year note, and the assumption of certain liabilities, including specified liabilities relating to pension and other post-retirement obligations. The purchase price is subject to possible adjustments based on net working assets at closing. About Groupe Fives-Lille Groupe Fives-Lille ("GFL") is a leading international industrial engineering group, which designs and produces equipment, primarily for the aluminum, automotive, steel and cement industries. For more information, please visit GFL's website at www.fiveslille.com About UNOVA UNOVA is a leader in global supply chain solutions and in the development, manufacture and integration of wired and wireless automated data collection, mobile computing systems, bar code printers, label media and Intellitag(R) RFID (radio frequency identification). The company's products and services are used by customers in many industries to improve productivity, quality and responsiveness of business operations, from supply chain management and enterprise resource planning to field sales and service. www.unova.com (Forward-looking Statement) Certain forward-looking statements in this release (as defined by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934) relate to matters that are not historical facts. Such forward-looking statements involve and are dependent upon certain risks and uncertainties. These include, but are not limited to, other risks and uncertainties described more fully in the Company's filings on Form 10-K and 10-Q with the Securities and Exchange Commission. CONTACT: UNOVA, Inc. Kevin P. McCarty, 425-265-2472 kmccarty@unova.com -----END PRIVACY-ENHANCED MESSAGE-----