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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 |
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April 13, 2007 |
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Date of Report (Date of earliest event reported) |
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CPAC, INC. |
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(Exact name of registrant as specified in its charter) |
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New York |
000-09600 |
16-0961040 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
2364 Leicester Road, P.O. Box 175, Leicester, New York 14481 |
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(Address of principal executive offices and Zip Code) |
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(585) 382-3223 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last report.) |
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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)) |
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INFORMATION TO BE INCLUDED IN THE REPORT
Section 8 -- Other Events
Item 8.01 Other Events.
On April 16, 2007, CPAC, Inc. and Buckingham Capital Partners II, L.P. issued a press release announcing the completion of their merger. The press release is attached as Exhibit 99.1 and is incorporated herein by reference. |
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No . |
Description |
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99.1 |
Press Release issued by CPAC, Inc. and Buckingham Capital Partners II, L.P. on April 16, 2007. |
SIGNATURES |
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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. |
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Dated: April 16, 2007 |
CPAC, Inc. |
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By: |
/s/ Thomas J. Weldgen |
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Thomas J. Weldgen |
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EXHIBIT 99.1
For Immediate Release | |||
2364 Leicester Rd. PO Box 175 |
Thomas J. Weldgen, VP Finance and CFO Wendy F. Clay, VP, Admin 585-382-3223 |
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CPAC, Inc. and Buckingham Capital Partners II, L.P. Complete Merger LEICESTER, NY... April 16, 2007 -- CPAC, Inc. (Nasdaq: CPAK) and Buckingham Capital Partners II, L.P. today announced the completion of their merger following approvals by CPAC shareholders. The transaction was finalized on Friday, April 13, 2007. In accordance with the terms of the merger agreement, each share of CPAC, Inc. common stock has been converted into the right for shareholders to receive $8.65 in cash. Shares of CPAC were delisted from the NASDAQ Global Market and have ceased trading as of April 13, 2007 .CPAC shareholders will soon receive a packet of information directly from Continental Stock Transfer and Trust Company, CPAC's stock transfer agent, containing complete instructions for the process of surrendering CPAC shares in return for a cash payment. The process will be handled directly by Continental Stock Transfer and Trust Company. Shareholders are instructed not to send any stock certificates to CPAC, Inc. Buckingham Capital Partners II, L.P. is a NYC-based private investment firm specializing in leveraged buyouts of U.S.-based, lower middle market companies. Shail Sheth, Managing Partner of Buckingham Capital, said , "CPAC, Inc. is a very attractive addition to our portfolio. We look forward to supporting the significant growth opportunities we see in both the Fuller Brands and Imaging segments."About CPAC, Inc. Established in 1969, CPAC, Inc. (cpac.com) manages holdings in two industries. The Fuller Brands segment manufactures commercial, industrial, and household cleaning products, as well as custom brushes and personal care lines. The CPAC Imaging segment develops and markets innovative Imaging chemicals, equipment, and supplies at seven operations worldwide. Products are sold under more than 350 registered trademarks.
SAFE HARBOR REGARDING FORWARD-LOOKING STATEMENTS Except for the historical matters contained herein, statements in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and uncertainties that may affect CPAC's business and prospects, including economic, competitive, governmental, technological, and other factors discussed in CPAC's filings with the Securities and Exchange Commission. # # # |
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