-----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, Axlxzn8H0Eqgsvv22yyvefbfP+hYyYE2DbnTc6dng4KZ3QWO2rCh6exTeDO68ZHn QcE8M4JqEUcIsKGIDX35iQ== 0000913849-98-000027.txt : 19980327 0000913849-98-000027.hdr.sgml : 19980327 ACCESSION NUMBER: 0000913849-98-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980326 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980326 SROS: AMEX SROS: CSX FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINKS SAMES CORP CENTRAL INDEX KEY: 0000012180 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 360808480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01416 FILM NUMBER: 98574475 BUSINESS ADDRESS: STREET 1: 9201 W BELMONT AVE CITY: FRANKLIN PARK STATE: IL ZIP: 60131 BUSINESS PHONE: 8476713000 MAIL ADDRESS: STREET 1: 9201 WEST BELMONT AVENUE CITY: FRANKLIN PARK STATE: IL ZIP: 60131 FORMER COMPANY: FORMER CONFORMED NAME: BINKS MANUFACTURING CO DATE OF NAME CHANGE: 19920703 8-K 1 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 March 26, 1998 Date of report (Date of earliest event reported) BINKS SAMES CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-1416 36-0808480 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 9201 West Belmont Avenue Franklin Park, Illinois 60131 (Address of Principal Executive Office) (Zip Code) 847/671-3000 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. See attached press release issued by Binks Sames Corporation on March 26, 1998 (the "Press Release"). The information set forth in the Press Release is incorporated herein by reference. The Press Release includes "safe harbor" language, pursuant to the Private Securities Litigation Reform Act of 1995, indicating that certain statements about the Registrant's business contained in the Press Release are "forward-looking" rather than "historical." ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated March 26, 1998. 2 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. BINKS SAMES CORPORATION (Registrant) Date: March 26, 1998 By: /s/ Doran J. Unschuld -------------- ------------------------------------------ Doran J. Unschuld President and Chief Executive Officer 3 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press Release dated March 26, 1998. 4 EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 Contact: Dr. Donald G. Meyer Chairman of the Board Binks Sames Corporation (847) 671-3000 or Ronald G. Bottrell DNW Communications (312) 467-0760 FOR IMMEDIATE RELEASE - --------------------- BINKS SAMES CHAIRMAN DONALD G. MEYER WILL ADD PRESIDENT AND CEO RESPONSIBILITIES FRANKLIN PARK, IL, March 26, 1998 - Binks Sames Corporation (ASE:BIN) announced today that Dr. Donald G. Meyer, Chairman of the Board, will assume the additional responsibilities of President and Chief Executive Officer upon the retirement in late April 1998 of current President and Chief Executive Officer Doran J. Unschuld. Mr. Unschuld's pending retirement and Dr. Meyer's election to succeed retired chairman John J. Schornack, 67, were announced on February 13, 1998. Dr. Meyer, 63, a director of the Company since 1996 and previously from 1990 to 1995, is the former Dean of Loyola University of Chicago's School of Business Administration. He was a professor of marketing at Loyola for more than 35 years. Doran Unschuld, 74, who joined the Company in 1952, has served as President and Chief Executive Officer since 1996 and as a director since 1982. Previous positions include Senior Vice President from 1995 to 1996, Vice President from 1971 to 1995 and Secretary from 1965 to 1996. Binks Sames/2 Reporting to Meyer, effective April 28, will be Terence P. Roche, 39, Executive Vice President; Stephen R. Mathers, 48, President of Binks Sames (France), S.A. and Sames Electrostatic Inc.; and Jeffrey W. Lemajeur, 36, Vice President-Finance, Chief Financial Officer and Treasurer. "As CEO, my primary focus will be to guide the process that leads to a successful sale of the Company, in order to maximize the value of the business," Meyer said. As a result of successive years of losses and the related impact on the Company's financial condition, the Board of Directors announced on February 13 its decision to seek a sale of the Company, with William Blair & Company, L.L.C. serving as its financial advisor. "At the same time we are looking forward to improving operating results and returning the Company to profitability," Meyer said. "After two difficult years, we are seeing some positive improvements in sales volume, cash flow and our order backlog situation." Binks Sames is a leading designer, manufacturer and distributor of spray finishing and coating application equipment. # # # (Statements regarding the Company's improving operations constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations reflected in such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from the Company's expectations include, without limitation, the Company's actual cash flow from operations, order volume and backlog reduction. No assurance can be given that the forward-looking statements will prove to be accurate.) -----END PRIVACY-ENHANCED MESSAGE-----