-----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, Rh0VTRlUFTYRIxl8Ezb3ucFTrb0m0StmVySPxLOsKEeFOyQvyk1B9Nbmurqcp6of /BnEJGnogVY1MFHaeGpCGQ== 0001157523-08-006627.txt : 20080808 0001157523-08-006627.hdr.sgml : 20080808 20080808124821 ACCESSION NUMBER: 0001157523-08-006627 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080808 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080808 DATE AS OF CHANGE: 20080808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 081001463 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 8-K 1 a5752116.htm DAYTON SUPERIOR CORP. 8-K

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): August 8, 2008


Dayton Superior Corporation
(Exact Name of Registrant as Specified in Charter)


Delaware

1-11781

31-0676346

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

7777 Washington Village Drive, Dayton, Ohio

 

45459

(Address of Principal Executive Offices)

(Zip Code)

(937) 428-6360
Registrant's telephone number, including area code

Not applicable
(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):

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

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

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

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




Item 7.01     Regulation FD Disclosure.

On August 8, 2008, Dayton Superior Corporation issued a press release announcing an extension of exchange expiration date for the private debt exchange offer for its outstanding 13% Senior Subordinated Notes due 2009.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.  The following is furnished as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K:

99.1        Press Release dated August 8, 2008


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.

Dated:

August 8, 2008

 

DAYTON SUPERIOR CORPORATION

 

 

 

 

By:

/s/ Edward J. Puisis

Name:

Edward J. Puisis

Title:

Executive Vice President and

Chief Financial Officer


EXHIBIT INDEX

Exhibit
Number

 

Description

99.1

Press Release dated August 8, 2008.

EX-99.1 2 a5752116ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Dayton Superior Announces Extension of Exchange Expiration Date for Private Debt Exchange Offer

DAYTON, Ohio--(BUSINESS WIRE)--Dayton Superior Corporation (NASDAQ: DSUP), the leading North American provider of specialized products for the nonresidential concrete construction market, has extended the exchange expiration date for its previously announced private exchange offer with respect to its 13% Senior Subordinated Notes due 2009 and concurrent consent solicitation. The exchange expiration date has been extended until 11:59 p.m. EDT, on September 5, 2008. The exchange expiration date had been scheduled for 11:59 p.m. EDT, on August 8, 2008. The withdrawal expiration date and early consent deadline expired at 5:00 p.m. EDT, on July 25, 2008 and have not been extended. As of the close of business on August 7, 2008, approximately $51.4 million in aggregate principal amount of the 13% Senior Subordinated Notes due 2009 have been tendered.

The exchange offer is being made only to qualified institutional buyers and institutional accredited investors inside the United States and to certain non-U.S. investors located outside the United States.

This press release is neither an offer to sell any new notes nor a solicitation to buy any notes and there shall not be any sale of such new notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Any offer of the new notes is made only by means of a private offering circular. The new notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


ABOUT DAYTON SUPERIOR CORPORATION

Dayton Superior is the leading North American provider of specialized products consumed in non-residential, concrete construction, and we are the largest concrete forming and shoring rental company serving the domestic, non-residential construction market. Our products can be found on construction sites nationwide and are used in non-residential construction projects, including: infrastructure projects, such as highways, bridges, airports, power plants and water management projects; institutional projects, such as schools, stadiums, hospitals and government buildings; and commercial projects, such as retail stores, offices and recreational, distribution and manufacturing facilities.

Note: Certain statements made herein concerning anticipated future performance are forward-looking statements. These forward-looking statements are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of important factors. Representative examples of these factors include (without limitation):

  • depressed or fluctuating market conditions for the Company’s products and services;
  • operating restrictions imposed by the Company’s existing debt;
  • increased raw material costs and operating expenses;
  • the ability to increase manufacturing efficiency, leverage purchasing power and broaden the Company’s distribution network;
  • the competitive nature of the non-residential construction industry in general, as well as specific market areas.

This list of factors is not intended to be exhaustive, and additional information concerning relevant risk factors can be found in Dayton Superior’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and current Reports on Form 8-K filed with the Securities and Exchange Commission.

CONTACT:
Dayton Superior Corporation
Edward J. Puisis, 937 428-7172
Executive Vice President & CFO
Fax: 937 428-9115

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