-----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, M6s1qWVPGLHtxbAMitSWx/nBz8coMb0f78N49nYzU7w2IvzaVgPaJQ7EKQHtlgu1 dY6YAHgpOmf+rBNoPFOfrA== 0001011438-02-000190.txt : 20020415 0001011438-02-000190.hdr.sgml : 20020415 ACCESSION NUMBER: 0001011438-02-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020211 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEITH COMPANIES INC CENTRAL INDEX KEY: 0001080922 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 330203193 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26561 FILM NUMBER: 02569318 BUSINESS ADDRESS: STREET 1: 2955 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145400800 MAIL ADDRESS: STREET 1: 2955 RED HILL AVENUE CITY: COSTA MESA STATE: CA ZIP: 92626 8-K 1 form8-k.txt 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): February 11, 2002 THE KEITH COMPANIES, INC. (Exact Name of Registrant as Specified in Charter) California 000-26561 33-0203193 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2955 Red Hill Avenue Costa Mesa, California 92626 (Address of Principal Executive Offices) (714) 540-0800 (Registrant's Telephone Number) Item 5. OTHER EVENTS. Reference is made to the press releases issued on February 11, 2002, and March 1, 2002, which are incorporated herein by this reference. A copy of each press release is attached to this Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. Exhibit 99.1 Press Release dated February 11, 2002. Exhibit 99.2 Press Release dated March 1, 2002. SIGNATURES 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. March 7, 2002 THE KEITH COMPANIES, INC. By: /S/ ERIC C. NIELSEN ------------------------------------- Eric C. Nielsen President and Chief Operating Officer EXHIBIT INDEX EXHIBIT 99.1 Press release announcing the Registrant's execution of agreement to acquire ALNM GROUP, INC., dated February 11, 2002. 99.2 Press release announcing the Registrant's acquisition of ALNM GROUP, INC., dated March 1, 2002. EX-99 3 exhibit99-1.txt EXHIBIT 99.1 THE KEITH COMPANIES | TKC NEWS RELEASE FOR FEBRUARY 11, 2002 AT 7:30 AM EST Contact Information: The Keith Companies, Inc. Allen & Caron, Inc. 2955 Red Hill Ave. Matt Clawson (investors), or Costa Mesa, CA 92626 Lynn Johnson (714) 668-7001 lynn@allencaron.com (714) 668-7026 Fax 949-474-4300 www.keithco.com Contact: Aram Keith, CEO THE KEITH COMPANIES EXECUTES AGREEMENT TO ACQUIRE PUBLIC WORKS/INFRASTRUCTURE ENGINEERING FIRM COSTA MESA, CA (February 11, 2002) . . . The Keith Companies, Inc. (Nasdaq:TKCI), an engineering and consulting services company, announced today that, as part of its continuing strategy to expand the Company's areas of coverage and services through acquisition, it has executed a definitive purchase agreement with a company providing engineering services to public works/infrastructure clients and others in the midwest states. The acquired company is a diversified full service consulting engineering firm specializing in government services with expertise in environmental, civil, mechanical, electrical engineering, and surveying. The acquired company's long standing history and reputation will provide a solid base of operations in the midwest. The acquisition will add over 100 employees to The Keith Companies bringing its total employee count to approximately 850 employees. The closing, pending final due diligence, is scheduled for the end of February 2002. Complete details about the acquisition will be provided in a company press release at the time of closing. As a result of this planned acquisition, The Keith Companies is increasing its annual 2002 guidance to reflect 10 months of operating results from the acquired company. Estimated net revenue is projected to increase by $10.0 million to $11.5 million, increasing the total estimated net revenue range for 2002 to $92.0 million to $99.5 million. Diluted earnings per share is anticipated to increase by $0.05 to $0.08 bringing the total estimated 2002 diluted earnings per share range to $0.85 to $1.00 ($0.17 to $0.20 for 1st quarter, $0.21 to $0.25 for 2nd quarter, $0.25 to $0.29 for 3rd quarter, and $0.22 to $0.26 for 4th quarter). Upon completion of the closing, The Company's cash and securities balance should exceed $15 million. The Keith Companies Chairman and CEO, Aram H. Keith noted, "Our strategic plan for diversification is right on track. This particular acquisition will enhance our government services work significantly. It also provides the opportunity to promote other Keith Companies services in the midwest. Upon completing the transaction later this month, we will have closed two energy related acquisitions and one in the public works/infrastructure industry segment since completion of the Company's secondary stock offering in May 2001." Further discussion about the planned acquisition will be provided by management in the Company's year end and 4th quarter conference call that is scheduled for 11:30 am (EST) on February 14, 2002. ABOUT THE KEITH COMPANIES The Keith Companies, Inc. is a fully integrated, multi-disciplined engineering and consulting services company with offices located throughout the western United States. The Keith Companies' professionals provide a wide spectrum of skilled resources including land planning, engineering, surveying, mapping, environmental, and water and cultural resources, that are needed to effectively plan, engineer, and design state-of-the-art facilities. Additionally, the Company provides mechanical, electrical, chemical, power/energy engineering, and other industrial engineering services to design and improve the efficiency and reliability of automated and manufacturing processes, production lines, and fire protection systems. The Keith Companies benefits from a diverse public and private client base varying from residential and commercial real estate projects to institutional, manufacturing, and processing facilities. For more information visit the Company's website at WWW.KEITHCO.COM. Certain statements in this news release, including, but not limited to 2002 guidance, may include forward-looking statements that express our expectation, prediction, belief, or projection. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and achievement of The Keith Companies to be materially and adversely different from any future results, performance, or achievement expressed or implied by these forward- looking statements. Factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company's prospects in general include, but are not limited to: changes in the rate of economic growth in the United States and other major international economies, our ability to sustain our growth and profitability, our ability to implement our acquisition strategy and to successfully close and integrate the acquired company and other acquired companies on a timely and cost-effective basis, outcomes of pending and future litigation, the ongoing financing of public works and infrastructure enhancements and refurbishment, our ability to attract and retain employees, the demand for electricity and the impact on power providers' plans for expanding generation facilities, increasing competition by foreign and domestic companies, a downturn in the real estate market, our failure to accurately estimate costs on fixed-price contracts or contracts with not-to-exceed provisions, the uncertain timing of awards and contracts, the ability to maintain the acquired company's and other acquired companies' profit margins and/or client base, the short- and long-term impact of terrorist activities and resulting political and military policies, and other factors as are described in the company's filings with the Securities and Exchange Commission. EX-99 4 exhibit99-2.txt EXHIBIT 99.2 THE KEITH COMPANIES | TKC NEWS RELEASE FOR MARCH 1, 2002 AT 7:30 AM EST Contact: The Keith Companies, Inc. Allen & Caron, Inc Aram Keith Lynn Johnson (investors), or CEO & Chairman of the Board LYNN@ALLENCARON.COM 2955 Red Hill Ave. Matt Clawson Costa Mesa, CA 92626 MATT@ALLENCARON.COM (714) 668-7001 (949) 474-4300 (714) 668-7026 Fax WWW.KEITHCO.COM Contact: Aram Keith, CEO THE KEITH COMPANIES ACQUIRES MICHIGAN BASED PUBLIC WORKS/INFRASTRUCTURE FIRM ALNM GROUP, INC. COSTA MESA, CA (March 1, 2002) . . . The Keith Companies, Inc. (Nasdaq:TKCI), an engineering and consulting services company, today announced that as part of its continuing acquisition strategy to expand the Company's areas of coverage and services, it has acquired Ann Arbor, Michigan based ALNM Group, Inc. and its wholly-owned subsidiaries including Ayres, Lewis, Norris, and May, Inc., collectively "ALNM." The Company previously announced the signing of the purchase agreement for ALNM on February 11, 2002. ALNM operates out of five locations across Michigan, including Detroit, Canton, Fenton, Muskegon, and its Ann Arbor headquarters. ALNM is a diversified full service consulting engineering firm specializing in government services, with expertise in environmental, civil, mechanical and electrical engineering as well as planning and surveying. The stock purchase agreement included purchasing ALNM for an undisclosed amount of cash and stock. This acquisition, which closed on February 28, 2002, is the third strategic acquisition completed by The Keith Companies since the completion of its secondary stock offering in May 2001 and brings its total acquisitions since its initial public offering in July 1999 to six. ALNM has a strong history and reputation, providing engineering services in Michigan under the Ayres, Lewis, Norris, and May name for over 70 years. The firm also operates in the state of Ohio. ALNM's primary clients include public utilities, municipalities, hospitals, and other institutions. "ALNM provides a great opportunity for us," stated Aram H. Keith, The Keith Companies' Chairman and CEO. "We now have a significant presence in the Midwest. The acquisition and combining of our two firms provides us with a springboard from which to continue our growth and diversification plan into the Midwest. It also allows us to promote special expertise of ALNM including water system security and building mechanical and electrical systems design in our other offices. ALNM also increases the percentage of our work in the public works/infrastructure segment significantly." ALNM will continue to operate from its main offices and the senior management and prior owners of ALNM will remain active in the leadership and day-to-day operations. ALNM adds a total of approximately 116 employees and professionals bringing the employee total to approximately 850 for the company. ABOUT THE KEITH COMPANIES The Keith Companies, Inc. is a fully integrated, multi-disciplined engineering and consulting services company with offices located throughout the Western and Midwestern United States. The Keith Companies' professionals provide a wide spectrum of skilled resources including land planning, engineering, surveying, mapping, environmental, and water and cultural resources, that are needed to effectively plan, engineer, and design state-of-the-art private and public facilities. Additionally, the Company provides mechanical, electrical, chemical, power/energy engineering, and other industrial engineering services to design and improve the efficiency and reliability of automated and manufacturing processes, production lines, and fire protection systems. The Keith Companies benefits from a diverse public and private client base varying from residential and commercial real estate projects to institutional, manufacturing, and processing facilities. For more information visit the Company's web-site at WWW.KEITHCO.COM. Certain statements in this news release may include forward-looking statements that express our expectation, prediction, belief, or projection. These statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance and achievement of The Keith Companies to be materially and adversely different from any future results, performance, or achievement expressed or implied by these forward-looking statements. Factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the company's prospects in general include, but are not limited to: changes in the rate of economic growth in the United States, especially in the West and Midwest and in other major international economies, increasing competition by foreign and domestic companies, a downturn in the real estate market, our failure to accurately estimate costs on fixed price contracts or contracts with not-to-exceed provisions, the uncertain timing of awards and contracts, our ability to sustain our growth and profitability, our ability to implement our acquisition strategy and to integrate ALNM and other acquired companies timely and cost-effectively, the ability to maintain ALNM and other acquired companies profit margins and/or client bases, outcomes of pending and future litigation, the ongoing financing of public works and infrastructure enhancements and refurbishment, our ability to attract and retain employees, the short- and long-term impact of terrorist activities and resulting political and military policies, and other factors as are described in the company's filings with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----