-----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, CIY5xHAJjr0YfP3d52SXINmzfBGvTmLtmAdCt+uJn9zJ8ed5KkLrqtgJZd2JS2/x XlJFyc9MXGxJEFP4LRG+Vg== 0001104659-05-044564.txt : 20050919 0001104659-05-044564.hdr.sgml : 20050919 20050916175759 ACCESSION NUMBER: 0001104659-05-044564 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDSOURCE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001084726 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 522094496 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-25 FILM NUMBER: 051089878 BUSINESS ADDRESS: STREET 1: 110 CHESHIRE LANE CITY: MINNEAPOLIS STATE: MN ZIP: 55305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Venusa, Ltd. CENTRAL INDEX KEY: 0001297522 IRS NUMBER: 133029017 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-24 FILM NUMBER: 051089879 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Micro-Guide, Inc. CENTRAL INDEX KEY: 0001297523 IRS NUMBER: 951866997 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-23 FILM NUMBER: 051089880 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTI Holding CO CENTRAL INDEX KEY: 0001297525 IRS NUMBER: 510407158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-22 FILM NUMBER: 051089881 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Technical Molding, Inc. CENTRAL INDEX KEY: 0001297526 IRS NUMBER: 990266738 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-21 FILM NUMBER: 051089882 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spectrum Manufacturing, Inc. CENTRAL INDEX KEY: 0001297527 IRS NUMBER: 362997517 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-20 FILM NUMBER: 051089883 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTI CORP CENTRAL INDEX KEY: 0001297528 IRS NUMBER: 231721795 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-19 FILM NUMBER: 051089884 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noble-Met, Ltd. CENTRAL INDEX KEY: 0001297529 IRS NUMBER: 541480585 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-18 FILM NUMBER: 051089885 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: G&D, Inc. CENTRAL INDEX KEY: 0001297530 IRS NUMBER: 840718817 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-17 FILM NUMBER: 051089886 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Thermat Acquisition Corp. CENTRAL INDEX KEY: 0001297531 IRS NUMBER: 522235950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-16 FILM NUMBER: 051089887 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MedSource Technologies, LLC CENTRAL INDEX KEY: 0001297532 IRS NUMBER: 411934170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-15 FILM NUMBER: 051089888 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brimfield Precision LLC CENTRAL INDEX KEY: 0001297545 IRS NUMBER: 043457459 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-14 FILM NUMBER: 051089889 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hayden Precision Industries, LLC CENTRAL INDEX KEY: 0001297546 IRS NUMBER: 161564447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-13 FILM NUMBER: 051089890 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Portlyn, LLC CENTRAL INDEX KEY: 0001297547 IRS NUMBER: 020506852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-12 FILM NUMBER: 051089891 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tenax, LLC CENTRAL INDEX KEY: 0001297549 IRS NUMBER: 061567572 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-10 FILM NUMBER: 051089892 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brimfield Acquisition Corp. CENTRAL INDEX KEY: 0001297550 IRS NUMBER: 510386457 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-09 FILM NUMBER: 051089893 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MedSource Technologies Newton, Inc. CENTRAL INDEX KEY: 0001297551 IRS NUMBER: 411990432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-07 FILM NUMBER: 051089871 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MedSource Technologies Pittsburgh, Inc. CENTRAL INDEX KEY: 0001297552 IRS NUMBER: 043710128 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-08 FILM NUMBER: 051089894 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MedSource Trenton, Inc. CENTRAL INDEX KEY: 0001297553 IRS NUMBER: 320000036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-06 FILM NUMBER: 051089872 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cycam, Inc. CENTRAL INDEX KEY: 0001297554 IRS NUMBER: 251567669 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-05 FILM NUMBER: 051089873 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELX, Inc. CENTRAL INDEX KEY: 0001297555 IRS NUMBER: 251711485 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-04 FILM NUMBER: 051089874 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: National Wire & Stamping, Inc. CENTRAL INDEX KEY: 0001297556 IRS NUMBER: 840485552 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-03 FILM NUMBER: 051089875 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Kelco Acquisition, LLC CENTRAL INDEX KEY: 0001297557 IRS NUMBER: 522139676 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-02 FILM NUMBER: 051089876 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: (610) 409-2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Texcel, Inc. CENTRAL INDEX KEY: 0001298196 IRS NUMBER: 042973748 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-122619-01 FILM NUMBER: 051089877 BUSINESS ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 BUSINESS PHONE: 610.409.2225 MAIL ADDRESS: STREET 1: 200 W. 7TH AVENUE CITY: COLLEGEVILLE STATE: PA ZIP: 19426 424B3 1 a05-16374_3424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)

Registration Nos. 333-122619

333-122619-01

333-122619-02

333-122619-03

333-122619-04

333-122619-05

333-122619-06

333-122619-07

333-122619-08

333-122619-09

333-122619-10

333-122619-12

333-122619-13

333-122619-14

333-122619-15

333-122619-16

333-122619-17

333-122619-18

333-122619-19

333-122619-20

333-122619-21

333-122619-22

333-122619-23

333-122619-24

333-122619-25

 

PROSPECTUS SUPPLEMENT NO. 4

(To Prospectus dated February 11, 2005, as supplemented by Prospectus Supplement No. 1 dated March 18, 2005, Prospectus Supplement No. 2 dated May 9, 2005 and Prospectus Supplement No. 3 dated August 9, 2005)

ACCELLENT CORP.

 

$175,000,000

SERIES B 10% SENIOR SUBORDINATED NOTES DUE 2012

Recent Developments

This Prospectus Supplement contains a current report on Form 8-K of Accellent Corp. filed with the Securities and Exchange Commission on September 16, 2005.

This Prospectus Supplement, together with the Prospectus dated February 11, 2005, as supplemented by Prospectus Supplement No. 1 dated March 18, 2005, Prospectus Supplement No. 2 dated May 9, 2005 and Prospectus Supplement No. 3 dated August 9, 2005, will be used by Credit Suisse First Boston LLC and its affiliates in connection with offers and sales in market-making transactions in the notes effected from time to time. Credit Suisse First Boston LLC may act as principal or agent in such transactions. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from the sale of such securities.

The date of this Prospectus Supplement is September 16, 2005.

 

 

 


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  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): September 12, 2005

 

Accellent Corp.

 (Exact Name of Registrant as Specified in Charter)

 

Colorado

 

333-118675

 

91-2054669

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

200 West 7th Avenue, Suite 200, Collegeville, PA 19426-0992

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (610) 489-0300

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pur suant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01  Entry into a Material Definitive Agreement.

 

The disclosure provided in Item 2.01 of this Form 8-K is incorporated herein by reference.

 

Item 2.01  Completion of Acquisition or Disposition of Assets.

 

On September 12, 2005, Accellent Corp., through its wholly owned subsidiary CE Huntsville Holdings Corp., completed its acquisition of substantially all of the assets of Campbell Engineering, Inc., a Huntsville, Alabama based privately held engineering and manufacturing firm in the business of design, analysis, precision fabrication, assembly and testing of aerospace components and orthopaedic implants and instruments, and certain real property owned by the shareholders of Campbell Engineering, Inc. and used by Campbell Engineering, Inc. in the conduct of its business, pursuant to an Asset Purchase Agreement dated as of September 12, 2005 by and among Accellent Corp., CE Huntsville Holdings Corp., Campbell Engineering, Inc. and the shareholders of Campbell Engineering, Inc.  The acquired assets included two manufacturing facilities located on the real property acquired, and all of the fixed assets, manufacturing equipment, inventory, accounts receivable, and goodwill of Campbell Engineering, Inc.  A conformed copy of the press release announcing the completion of the transaction is filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Subject to the terms of the Asset Purchase Agreement, Accellent Corp. and CE Huntsville Holdings Corp. agreed to pay, in the aggregate, a cash purchase price for the assets (including the shareholder real property) of up to approximately $30.1 million, approximately $18.1 million of which (before certain closing adjustments) was paid at the closing.  The remaining portion of the purchase price will be paid, if at all, pursuant to an earnout arrangement payable contingent upon the 2005 and 2006 full year financial performance of the acquired business. If earned, the 2005 and 2006 earnout payments would be expected to be made in the second quarters of 2006 and 2007, respectively.  The closing cash payment was funded with a combination of cash on hand and approximately $8.0 million of proceeds received from a draw on Accellent Corp.’s existing revolving credit facility included in its Senior Secured Credit Facility with Credit Suisse, Cayman Islands Branch (formerly known as Credit Suisse First Boston, acting through its Cayman Islands Branch), described in greater detail in response to Item 2.03 of this Form 8-K.  Credit Suisse, Cayman Islands Branch is an affiliate of DLJ Merchant Banking Partners III, L.P. and its related funds that are investors in Accellent Corp.’s parent company, Accellent Inc.

 

Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

 

In connection with the transaction described under Item 2.01 of this Form 8-K, Accellent Corp. received proceeds of approximately $8.0 million from a draw on its existing revolving credit facility pursuant to its Credit and Guaranty Agreement, dated June 30, 2004 and amended on March 25, 2005 (the “Senior Secured Credit Facility”), by and among Accellent Corp., Accellent Inc., the subsidiary guarantors of Accellent Corp. party thereto, the Lenders party thereto, Credit Suisse, Cayman Islands Branch, as Lead Arranger, Administrative Agent and Collateral Agent, Antares Capital Corporation and National City Bank, as Co-Documentation Agents, and Wachovia Bank, National Association, as Syndication Agent, which proceeds were used to fund a portion of the purchase price for the acquired assets.  The loan is a base rate loan under the Senior Secured Credit Facility accruing interest at an annual rate of 8.5% and maturing and becoming due on June 30, 2009.  Following the acquisition draw, the total amount available to be drawn on the revolving credit facility was approximately $25.8 million.  As of the date hereof, Accellent Corp. had approximately $6.2 million of letters of credit outstanding that reduced by such amount the amounts available under the revolving credit facility.  A summary of other material terms of the Senior Secured Credit Facility is included in Accellent Corp.’s Form 10-K filed for its fiscal year ending December 31, 2004, which has been updated by Accellent Corp. in its Form 10-Q filed for its second fiscal quarter of 2005. Such summaries, as updated, are incorporated herein by reference.  The Credit and Guaranty Agreement dated June 30, 2004 and the related amendment dated March 25, 2005 have been filed by Accellent Corp. as exhibits to its Form 10-K filed for its fiscal year ending December 31, 2004 and Form 10-Q filed for its second fiscal quarter of 2005, respectively.  The foregoing summaries are qualified in their entirety by reference to the full text of the filed Senior Secured Credit Facility, which is incorporated herein by reference.

 

2


 

Item 9.01  Financial Statements and Exhibits.

 

(a)                                  Financial statements of businesses acquired.

 

The financial statements required to be filed by this item are not included with this report of the completed acquisition under Item 2.01 of this Form 8-K.  Such financial statements will be filed by amendment not later than 71 calendar days after the date this current report on Form 8-K is required to be filed.

 

(b)                                 Pro forma financial information.

 

The pro forma financial information required to be filed by this item is not included with this report of the completed acquisition under Item 2.01 of this Form 8-K.  Such information will be filed by amendment not later than 71 calendar days after the date this current report on Form 8-K is required to be filed.

 

(c)                                  Exhibits.

 

Exhibit No.

 

Exhibit Description

 

 

 

99.1

 

Press release dated September 12, 2005.

 

3


 

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.

 

 

ACCELLENT CORP.

 

 

 

 

 

 

Date: September 16, 2005

By:

 

/s/ Stewart A. Fisher

 

 

Name:

Stewart A. Fisher

 

Title:

Chief Financial Officer, Vice President,

 

 

Treasurer and Secretary

 

 

 

 

4


 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Description

 

 

 

99.1

 

Press release dated September 12, 2005.

 

5

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