-----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, RGofeyzdd+9TSiwQT+KIm3CgFRojbyjvnYg58SuzG9oQWhMC4VvU6NtJEtUDotGj JMIl7w2jnZV9fG0uD9kiZQ== 0000897069-03-000822.txt : 20030731 0000897069-03-000822.hdr.sgml : 20030731 20030731110519 ACCESSION NUMBER: 0000897069-03-000822 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON CONTROLS CORP CENTRAL INDEX KEY: 0000795968 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 222716367 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14812 FILM NUMBER: 03813382 BUSINESS ADDRESS: STREET 1: 777 MARITIME DRIVE STREET 2: PO BOX 308 CITY: PORT WASHINGTON STATE: WI ZIP: 53074-0308 BUSINESS PHONE: 2622686800 MAIL ADDRESS: STREET 1: W60 N151 CARDINAL AVE. STREET 2: PO BOX 326 CITY: CEDARBURG STATE: WI ZIP: 53012 8-K 1 cmw63.txt CURRENT REPORT 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 (Date of earliest event reported): July 31, 2003 Edison Control Corporation ----------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 0-14812 22-2716367 - -------------------- --------------------- -------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 777 Maritime Drive, P.O. Box 308 Port Washington, Wisconsin 53074-0308 ----------------------------------------------------------------- (Address of principal executive offices including zip code) (262) 268-6800 ---------------------------------- (Registrant's telephone number) Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibits are being furnished herewith: (99) Edison Control Corporation press release, dated July 31, 2003, regarding shareholder approval of going private proposal. Item 9. Regulation FD Disclosure. - ------- ------------------------- On July 31, 2003, Edison Control Corporation issued a press release regarding shareholder approval of a "going private" proposal. A copy of the press release is included as Exhibit 99 to this Current Report on Form 8-K. -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. EDISON CONTROL CORPORATION Date: July 31, 2003 By: /s/ Gregory L. Skaar --------------------------------------- Gregory L. Skaar Chief Financial Officer -3- EDISON CONTROL CORPORATION EXHIBIT INDEX TO FORM 8-K Report Dated July 31, 2003 Exhibit No. - ----------- (99) Edison Control Corporation press release, dated July 31, 2003, regarding shareholder approval of a going private proposal. -4- EX-99 3 cmw63a.txt PRESS RELEASE EXHIBIT 99 FOR IMMEDIATE RELEASE: CONTACT: GREGORY L. SKAAR - ---------------------- Chief Financial Officer 262-268-6800 Edison Control Corporation Announces Shareholder Approval of Going Private Transaction PORT WASHINGTON, WI, July 31, 2003 - Edison Control Corporation (OTCBB: EDCO) announced today that its shareholders approved a one-for-66,666 reverse split of the Company's common stock. The reverse stock split is scheduled to take effect August 5, 2003. In conjunction with the reverse stock split, the Company intends to deregister its common stock under the Exchange Act, thereby effecting the going private transaction. As of August 5, 2003, shareholders owning less than one share as a result of the reverse stock split will be entitled to receive cash in an amount equal to $7.00 per pre-split share instead of receiving fractional shares. Shareholders owning more than one share as a result of the reverse stock split will be entitled to receive one newly issued share of common stock for each 66,666 shares held in a single account prior to effectiveness of the reverse stock split. Shortly after August 5, shareholders will receive instructions regarding the method of exchanging old stock certificates for cash. Shareholders need not do anything with their stock certificates until they receive instructions. American Stock Transfer and Trust Company is the Company's transfer agent and will act as the exchange agent for the purpose of implementing the exchange of stock certificates in the reverse stock split. Construction Forms, headquartered in Port Washington, Wisconsin is the only wholly owned subsidiary of Edison Control Corporation and has three operating units. ConForms, the principal operating unit, designs, manufactures, and distributes concrete pumping systems and accessories. Ultra Tech is engaged in the manufacturing and marketing of abrasion resistant piping systems which are used extensively in mining, pulp and paper mills, waste water treatment plants, and coal-fired electric utility plants, as well as concrete pumping applications. South Houston Hose is a distributor of industrial hose and fittings. ### -----END PRIVACY-ENHANCED MESSAGE-----