-----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, PesfcPWBvMauK/8sVaAZk1TLnT8QgEDEYw3J/QnkLLJxVWq7+JHqbMGRrg4Arw+5 H/LRfajo0WXga6hOqoDYMA== 0001104659-06-046011.txt : 20060707 0001104659-06-046011.hdr.sgml : 20060707 20060707151938 ACCESSION NUMBER: 0001104659-06-046011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060630 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Material Impairments FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIXOTE CORP CENTRAL INDEX KEY: 0000032870 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 362675371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08123 FILM NUMBER: 06951144 BUSINESS ADDRESS: STREET 1: 35 E. WACKER DRIVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3124676755 MAIL ADDRESS: STREET 1: 35 E. WACKER DRIVE STREET 2: SUITE 1100 CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY ABSORPTION SYSTEMS INC DATE OF NAME CHANGE: 19800815 8-K 1 a06-15030_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

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:           June 30, 2006

 

QUIXOTE CORPORATION

(Exact name of registrant as specified in its charter)

 

Commission file number           001-08123

 

 

DELAWARE

 

36-2675371

(State or other jurisdiction of
incorporation or organization)

 

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

 

35 EAST WACKER DRIVE, CHICAGO, ILLINOIS

 

60601

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number including area code:     (312) 467-6755

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:

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

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.14a-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 2.01          Completion or Acquisition or Disposition of Assets.

On June 30, 2006, through our subsidiary, Surface Systems, Inc. (“SSI”), we sold our weather forecasting business to Data Transmission Network Corporation (“DTN”) for a purchase price of $1,851,137.  At closing, we received a cash payment of $1,566,137, and DTN held back $285,000, the payment of which is contingent upon the assignment of certain contracts to DTN.  In connection with this transaction, we sold contracts, intellectual property, software, equipment and inventory, and we have agreed to perform certain transition services for DTN for up to one year. We retained SSI’s leased facilities in St. Louis, Missouri and will continue to operate our Road/Weather Information Systems (RWIS) equipment and maintenance business at that facility.

In connection with this transaction, we currently estimate a gain of approximately $1.2 million. Any amounts of the contingent consideration of $285,000 that we may receive would increase this gain. In addition, as discussed in Item 2.06 below, any non-cash charges to adjust the value of goodwill and long-lived assets in connection with this transaction would decrease the amount of this gain.

There is no material relationship between us, our affiliates, directors and officers and DTN and its affiliates.

This sale is not part of our restructuring plan for our Intersection Control segment to discontinue and transfer certain product lines as further described in our Form 8-K dated April 25, 2006.

Item 2.06   Material Impairments.

We are currently conducting our annual impairment review of goodwill and long-lived assets. We may record certain non-cash charges to adjust the book value of assets to be discontinued or sold. In addition, we may also record additional impairment charges in connection with this review. We cannot reasonably estimate the amount at this time.

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the Registrant’s expectations, beliefs, intentions, plans, projections, objectives, goals, strategies, future events or performance and underlying assumptions and other statements which are not historical facts. Actual results may differ materially from those expressed or implied by the forward-looking statements contained in this report. Forward-looking statements are subject to numerous risks, uncertainties and assumptions about the Registrant and its business. These risks and uncertainties are discussed in the Registrant’s annual report on Form 10-K for the year ended June 30, 2005 and subsequent quarterly reports on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Registrant does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For those statements, the Registrant claims the

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protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

 

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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.

 

QUIXOTE CORPORATION

 

 

 

DATE:

July 7, 2006

/s/ Daniel P. Gorey

 

 

DANIEL P. GOREY

 

 

Vice President, Chief Financial

 

 

Officer and Treasurer

 

 

(Chief Financial & Accounting

 

 

Officer)

 

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