8-K 1 form_8k-01312005.htm form_8-k 012204

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):  January 31, 2005

 

BMC Industries, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota

 

1-8467

 

41-0169210

(State of Incorporation)

 

(Commission file number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

 

 

 

7000 Sunwood Drive

 

 

 

 

Ramsey, Minnesota

 

 

 

55303

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

(763) 506-9000

 

(Registrant's telephone number)

 

 

Not applicable

 

(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):

 

 

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

 

 

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

 

 

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

 

 

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

 

 

 

 

 

 

Item 5.02

 

 

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

               

           

 

(b)

Effective On January 31, 2005, Bradley D. Carlson's service as Chief Executive Officer, Chief Financial Officer and director of BMC Industries, Inc.  ("BMC") and its domestic subsidiaries, Vision-Ease Lens, Inc. ("Vision-Ease") and Buckbee-Mears Medical Technologies, LLC ("BMMT," collectively with BMC and Vision-Ease, the "Debtors") terminated in accordance with the terms of his Executive Employment Agreement, dated November 1, 2004.

 

 

    		
  

  

    
                   
    
    
(c)     
    
    

On December 30, 2004, at the request of
    the Debtors, the U.S. Bankruptcy Court for the District of Minnesota entered
    an order approving the retention of Platinum Management LLC ("Platinum") and
    entry into an employment agreement between the Debtors and Platinum
    ("Platinum Agreement").  Platinum is a professional management company
    with extensive knowledge of the liquidation and wind-up process associated
    with liquidating assets in bankruptcy cases under Chapters 11 and 7 of the
    United States Bankruptcy Code. Upon termination of Mr. Carlson's employment,
    the Platinum Agreement provides that employees of Platinum will serve as
    officers and directors of the Debtors.  Platinum will perform all
    functions of the Debtors necessary to complete the liquidation and
    distribution of the Debtors' assets, dissolve the corporations and wind up
    their affairs, including acting as liquidation trustee of any liquidating
    trust contained in a confirmed Chapter 11 plan of the Debtors. 
    Platinum will also oversee the termination of the Debtors' pension and
    retirement plans, analyze and object to claims, file all necessary tax
    returns and other documents required under bankruptcy and non-bankruptcy law
    and regulations.  Platinum receives $150 per hour for each employee who
    provides services under the Platinum Agreement.  The term of the Platinum
    Agreement began effective January 3, 2005 and continues until the Debtors'
    business affairs beyond plan confirmation are concluded and all of Debtors'
    assets have been paid to creditors or upon 30 days' written notice by any
    party.

    
 

  

  

    
    

    		
  

  

     
     
    
    

		The Debtors have appointed the
    following employee of Platinum to the positions indicated:

    
 

  

  

    
    

    		
  

  

    
                   
    
     
    
    

     Pat Brennan                
    Chief Executive Officer, Chief Financial Officer and Director of BMC

    

                                         Industries, Inc.

    
 

  

  

    
    

    		
  

  

    
                  
    
     
    
    

     Pat Brennan               
    Chief Executive Officer, Chief Financial Officer and Director of Vision-Ease

    
                                  
    
     Lens, Inc.

    
 

  

  

    
    

    		
  

  

     
     
    
    

     Pat Brennan                
    Chief Manager, Treasurer and Governor of Buckbee-Mears Medical

    
                                  
    
      Technologies, LLC.

    
 

  

  

    
    

    		
  

  

     
     
    
    

Mr. Brennan will appoint two additional
    directors to the Board of Directors of BMC and Vision-Ease and one
    additional governor to the Board of Governors of BMMT.

    
 

  

  

    
    

    		
  

  

     
     
    
    

The Platinum Group may be contacted at:

  

  

    
    

    		
  

  

     
  

  

    
    

    		
  

  

     
     
    
    

9855 W. 78th Street

  

  

    
    

    		
  

  

     
     
    
    

Suite 50

  

  

    
    

    		
  

  

     
     
    
    

Eden Prairie, MN  55344

  

  

    
    

    		
  

  

     
     
    
    

952-829-5700 (phone)

  

  

    
    

    		
  

  

     
  

  

    
    

    		
  

  

     
     
    
    

The Company announced on June 23, 2004,
    that BMC Industries, Inc. and its domestic subsidiaries had filed voluntary
    petitions for relief under Chapter 11 of the United States Bankruptcy Code
    in the U.S. Bankruptcy Court for the District of Minnesota (Case Nos.
    04-43515, 04-43516 and 04-43517, jointly administered. 

  

  

    
    

    		
  








 

  
Item 7.01

  
 

  
 

  		
  
 

  		
  
Regulation FD Disclosure.

  
 

  
Effective On January 31, 2005, Bradley D. Carlson's service as Chief Executive Officer, Chief Financial Officer and director of BMC Industries, Inc.  ("BMC") and its domestic subsidiaries, Vision-Ease Lens, Inc. ("Vision-Ease") and Buckbee-Mears Medical Technologies, LLC ("BMMT," collectively with BMC and Vision-Ease, the "Debtors") terminated in accordance with the terms of his Executive Employment Agreement, dated November 1, 2004.

  
 

  
On December 30, 2004, at the request of the Debtors, the U.S. Bankruptcy Court for the District of Minnesota entered an order approving the retention of Platinum Management LLC ("Platinum") and entry into an employment agreement between the Debtors and Platinum ("Platinum Agreement").  Platinum is a professional management company with extensive knowledge of the liquidation and wind-up process associated with liquidating assets in bankruptcy cases under Chapters 11 and 7 of the United States Bankruptcy Code. Upon termination of Mr. Carlson's employment, the Platinum Agreement provides that employees of Platinum will serve as officers and directors of the Debtors.  Platinum will perform all functions of the Debtors necessary to complete the liquidation and distribution of the Debtors' assets, dissolve the corporations and wind up their affairs, including acting as liquidation trustee of any liquidating trust contained in a confirmed Chapter 11 plan of the Debtors.  Platinum will also oversee the termination of the Debtors' pension and retirement plans, analyze and object to claims, file all necessary tax returns and other documents required under bankruptcy and non-bankruptcy law and regulations.  Platinum receives $150 per hour for each employee who provides services under the Platinum Agreement.  The term of the Platinum Agreement began effective January 3, 2005 and continues until the Debtors' business affairs beyond plan confirmation are concluded and all of Debtors' assets have been paid to creditors or upon 30 days' written notice by any party.
 
The employees of Platinum serving as officers and directors of Debtors, and their respective positions, are:
 
      Pat Brennan                  Chief Executive Officer, Chief Executive Officer and Director
 
    
 Pat Brennan                 
  Chief Executive Officer, Chief Financial Officer and Director of Vision-Ease
                                  
    
        Lens, Inc.

    
 

    

      Pat Brennan                 
Chief Manager, Treasurer and Governor of Buckbee-Mears Medical

    
                                  
    
        Technologies, LLC.

  
 

  		
 






  
 


  
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 thereunto duly authorized.







 

  
  
 

  		
  
  
 

  		
  
  
BMC INDUSTRIES,
  INC.

  		
  
  
 

  		
  
  
 

  		
 

 

  
  
 

  		
  
  
 

  		
  
  
 

  		
  
  
 

  		
  
  
 

  		
 

 

  
  
Dated: 
  January 31, 2005

  		
  
  
 

  		
  
  
By:

  		
  
  
/s/Bradley D.
  Carlson

  		
  
  
 

  		
 

 

  
  
 

  		
  
  
 

  		
  
  
 

  		
  
  
Bradley D.
  Carlson

  		
  
  
 

  		
 

 

  
  
 

  		
  
  
  

  		
  
  
Its:

  		
  
  
Chief Executive
  Officer and Chief Financial Officer