-----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, BPjErfWUgtpmj+uyWgv2VaNzA+7NlH067cpJ6Xs1Df9IzoU9Z79AFY/sgtPBz3Oj 2ZQacxbGRh5enrzyijfN7g== 0000913849-98-000029.txt : 19980416 0000913849-98-000029.hdr.sgml : 19980416 ACCESSION NUMBER: 0000913849-98-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980415 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: 98594432 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 APRIL 15, 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 April 13, 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 April 13, 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: April 15, 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 April 13, 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 CORPORATION ANNOUNCES FIRST QUARTER RESULTS FRANKLIN PARK, IL, April 13, 1998 - Binks Sames Corporation (AMEX:BIN) today announced its operating results for the first quarter of fiscal 1998 ended February 28, 1998. The Company reported a net loss of $3.7 million, or $1.23 per share, compared to earnings during the first quarter of fiscal 1997 of $142 thousand, or $.05 per share. Sales of $59.9 million in the first quarter of fiscal 1998 were 7 percent below the $64.6 million in the comparable period a year ago, primarily due to a 12 percent sales decline in the Americas compared to the prior year. First-quarter sales in European and Pacific Rim markets of $41.2 million were 1 percent above the comparable period a year ago and would have grown by 9 percent if prevailing fiscal 1997 currency translation rates had remained in effect during the first quarter of fiscal 1998. Dr. Donald G. Meyer, Chairman of the Board, said the effect of the Company's restructuring initiatives during fiscal 1996 and fiscal 1997 continued to impact operating results in the first quarter. "The sales decline in the first quarter is largely attributable to the discontinuation of numerous slow-moving and unprofitable product lines, as well as continuing logistical issues associated with start-up inefficiencies of new and expanded manufacturing facilities in North America." The backlog of open orders at February 28, 1998 was approximately $46 million, down substantially from the backlog level of $55 million at November 30, 1997. Much of the decrease is attributed to recent improvements at the Company's Longmont, Colorado manufacturing and distribution facility. Binks Sames/2 "The restructuring and redirection of Binks Sames Corporation, which began in fiscal 1996, was necessary for the Company to improve product and service offerings to our customers around the world," Dr. Meyer said. "In addition, it positions us to fully utilize our recognized strengths in electrostatic products, high-quality spray equipment and engineered solutions. Although the effect of this dramatic redirection is continuing to affect operating results, as expected, we are encouraged by the productivity increases recently experienced by our North American manufacturing facilities and our continued sales growth in Europe and the Pacific Rim." Binks Sames Corporation is a leading designer, manufacturer and distributor of spray finishing and coating application equipment. # # # (Statements regarding the Company's improving operations and sales growth 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 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 productivity increases, backlog reduction and product demand, and general market conditions. No assurance can be given that the forward-looking statements will prove to be accurate.) Binks Sames/3 Binks Sames Corporation and Consolidated Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended February 28, 1998 and February 28, 1997 ---------------------------------------------------------- (Unaudited) FOR THE THREE MONTHS ENDED ----------------------------- FEBRUARY 28, FEBRUARY 28, 1998 1997 ------------ ------------ ($000 omitted) Net sales...................................... $ 59,864 $ 64,591 Cost of goods sold............................. 44,967 45,968 --------- --------- Gross profit.............................. 14,897 18,623 Selling, general and administrative expenses... 17,134 17,522 --------- --------- Operating income (loss)................... (2,237) 1,101 --------- --------- Other expense (income): Interest expense.......................... 1,615 1,074 Other expense (income), net............... (89) (130) --------- --------- 1,526 944 Earnings (loss) before income taxes....... (3,763) 157 Income tax expense (benefit)................... (104) 15 --------- --------- Net earnings (loss)............................ $ (3,659) $ 142 ========= ========= Basic and diluted earnings (loss) per share.... $ (1.23) $ .05 ========= ========= Average diluted shares outstanding............. 2,963,837 3,121,627 ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----