-----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, B4rgxMGA/a1f6wiSql+0fgZjIYrk9g+FrU/22ynzmBZYJ89FpJKFDrF/r0EetzJp nGk0XC72QS4+n3GuDarycQ== 0000950124-05-006794.txt : 20051213 0000950124-05-006794.hdr.sgml : 20051213 20051213080656 ACCESSION NUMBER: 0000950124-05-006794 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051212 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOCAM CORP/MI CENTRAL INDEX KEY: 0000879235 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382790152 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-42670 FILM NUMBER: 051259762 BUSINESS ADDRESS: STREET 1: 4070 EAST PARIS AVE CITY: KENTWOOD STATE: MI ZIP: 49512 BUSINESS PHONE: 6166980707 MAIL ADDRESS: STREET 1: 4070 EAST PARIS AVENUE SE CITY: KENTWOOD STATE: MI ZIP: 49512 8-K 1 k00737e8vk.txt CURRENT REPORT, DATED DECEMBER 12, 2005 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): December 13, 2005 (December 12, 2005) AUTOCAM CORPORATION (Exact name of registrant as specified in its charter) MICHIGAN 333-119215 38-2790152 - ------------------------------- ------------------------ -------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 4436 BROADMOOR AVENUE SOUTHEAST, KENTWOOD, MICHIGAN, 49512 ----------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (616) 698-0707 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)) SECTION 7 -- REGULATION FD. ITEM 7.01. REGULATION FD DISCLOSURE. ATS ACQUISITION On December 12, 2005, Autocam Corporation ("Autocam") entered into an Asset Purchase Agreement with ATS Automation Tooling Systems, Inc. of Cambridge, Ontario ("ATS") to purchase certain assets of ATS's Precision Metals Division (the "Acquisition"). The total cost of approximately $7 million includes the acquisition of assets and expected integration expenses to be incurred following the closing of the transaction. ATS is engaged in the business of producing high-volume, precision machined armatures shafts, worms and gears used in small electric motor, safety and convenience applications for the automotive industry. Such components are substantially similar to components manufactured by Autocam throughout its worldwide operations. On December 13, 2005, Autocam and ATS issued a joint press release announcing the signing of the Asset Purchase Agreement, a copy of which is furnished as Exhibit 99.1. The Acquisition will be funded from the proceeds of equity contributions from existing shareholders (or affiliates of existing shareholders) of Micron Holdings, Inc., the ultimate parent of Autocam. The transaction is scheduled to close during the first week of January 2006 (the "Closing Date") and is subject to customary closing conditions. Set forth below is certain financial information reflecting Autocam management's expectations of ATS's operations during the twelve month period after the Acquisition is fully integrated. The Acquisition is expected to be fully integrated within five months of the Closing Date. Net Sales $16,100,000 Operating Income 1,700,000 Depreciation and Amortization 300,000
This report includes "forward-looking statements," within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Statements that are predictive in nature that depend upon or refer to future events or conditions or that include words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "targets," "likely," "will," "would," "could" and similar expressions are forward-looking statements. All forward-looking statements involve risks and uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our operations. The occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from the forward-looking statements contained in this report. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: - - whether the Acquisition is completed and the timing thereof; - - our ability to timely integrate the Acquisition and costs associated with the integration; - - the cyclical nature of the automotive industry; - - performance of our business and future operating results; - - general business and economic conditions, particularly an economic downturn; and - - the factors discussed in our Form 10-K for the fiscal year ended December 31, 2004 in the section titled "Risk Factors." All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report might not occur and actual results may differ materially from the projected financial information. Accordingly, investors should not place undue reliance on any of these estimated results, projections or other forward looking statements. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable. (b) Not Applicable. (c) The exhibit listed below and in the accompanying Exhibit Index is furnished as part of this Current Report on Form 8-K. EXHIBIT NO. Exhibit 99 Press Release, dated December 13, 2005 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 hereunto duly authorized. Autocam Corporation By: /s/ John C. Kennedy ---------------------------- Name: John C. Kennedy Title: President and Chief Executive Officer Dated: December 13, 2005 EXHIBIT INDEX EXHIBIT NO. Exhibit 99 Press Release, dated December 13, 2005
EX-99 2 k00737exv99.txt PRESS RELEASE, DATED DECEMBER 13, 2005 EXHIBIT 99 PRESS RELEASE December 13, 2005 ATS ENTERS AGREEMENT TO SELL PRECISION METALS DIVISION TO AUTOCAM Cambridge, Ontario (December 13, 2005): ATS Automation Tooling Systems Inc. of Cambridge, Ontario and Autocam Corporation of Kentwood, Michigan today announced they have entered into a definitive agreement that will see ATS sell the assets of its precision metals division to Autocam, a global leader in quality precision-machined solutions. The two companies have signed a binding purchase agreement and expect to close the transaction in early January. The purchase price and the terms of the transaction were not disclosed. The precision metals business of ATS employs approximately 230 people at its facility in Kitchener, Ontario. ATS announced its intention to divest the division earlier this year and has treated it as a discontinued operation. Said Ron Jutras, ATS President and Chief Executive Officer: "This sale further streamlines our Precision Components Group (PCG) and supports our broader strategy of focusing PCG on subassembly activities where it has key competitive advantages." ATS believes the proceeds of the transaction approximate the net carrying value of the assets sold subject to working capital adjustments, if any, and fees associated with the transaction. Said John Kennedy, Autocam's President and Chief Executive Officer: "The assets we're acquiring are highly synergistic with our global capabilities and will enable us to deliver additional services to our growing worldwide customer base." ABOUT ATS ATS Automation Tooling Systems Inc. (www.atsautomation.com) is the industry's leading designer and producer of turn-key automated manufacturing and test systems, which are used primarily by multinational corporations operating in a variety of industries including: healthcare, automotive, computer/electronics and consumer products. ATS is also an emerging leader in the rapidly growing market for solar energy cells and modules. The Company also makes precision components and subassemblies using process knowledge and automation technology. ATS employs approximately 4,000 people at 26 manufacturing facilities in Canada, the United States, Europe and Asia-Pacific. The Company's shares are traded on The Toronto Stock Exchange under the symbol ATA. ABOUT AUTOCAM Autocam serves automotive, medical and consumer products companies around the world from 18 facilities in North America, South America, Europe and Asia. Founded in 1988, it employs more than 2,500 people. Among its core competencies are: precision turning, precision grinding, gear manufacturing, precision milling, forging, plastic molding, rotary transfer machining, precision secondary machining, sub-assembly, laser machining, finishing, heat treatment, precision cleaning, and precision measuring. More information can be found at www.autocam.com. FOR MORE INFORMATION: ATS: Carl Galloway, VP Treasurer Gerry Beard, VP, CFO 519 653 6500 Autocam: Mark R. Scott, Corporate Controller 616 698 0707 ATS FORWARD-LOOKING STATEMENT Certain forward-looking statements are made in this news release, including statements regarding possible future results and business. Investors are cautioned that such forward-looking statements involve risks and uncertainties. ATS's results could differ materially from those currently anticipated due to a number of factors including, but not limited to, the risks and uncertainties contained in the Company's fiscal 2005 MD&A and annual report and other risks detailed from time to time in ATS's periodic reports filed with Canadian regulatory authorities. AUTOCAM FORWARD-LOOKING STATEMENT Certain statements and information included in this release may constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance, or achievements of Autocam to be materially different from any future results, performance, or achievements expressed or implied in such forward-looking statements. Additional discussion of factors that could cause actual results to differ materially from management's projections, forecasts, estimates and expectations is contained in Autocam's filings with the United States Securities and Exchange Commission. Autocam does not undertake any obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
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