-----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, UwSKDKR04etqU6s2+jB8kLv0BxjOgjG6swDZHkk9nYbtzKCPDob31b5ZboR+XW6E CYEy/KJAwQxM3P6UrnTmhQ== 0001104659-10-017414.txt : 20100330 0001104659-10-017414.hdr.sgml : 20100330 20100330172930 ACCESSION NUMBER: 0001104659-10-017414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100326 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100330 DATE AS OF CHANGE: 20100330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALPHA PRO TECH LTD CENTRAL INDEX KEY: 0000884269 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 631030494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15725 FILM NUMBER: 10714873 BUSINESS ADDRESS: STREET 1: 60 CENTURIAN DR STREET 2: SUITE 112 CITY: MARKHAM ONTARIO CANA STATE: A6 BUSINESS PHONE: 9054790654 MAIL ADDRESS: STREET 1: 60 CENTURION DR STREET 2: STE 112 CITY: MARKHAM ON STATE: A6 FORMER COMPANY: FORMER CONFORMED NAME: BFD INDUSTRIES INC DATE OF NAME CHANGE: 19930328 8-K 1 a10-7400_18k.htm 8-K

 

 

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):  March 26, 2010

 

ALPHA PRO TECH, LTD.
(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

01-15725

 

63-1009183

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

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

 

 

 

 

 

60 Centurian Drive, Suite 112

 

 

Markham, Ontario

 

L3R 9R2

(Address of Principal Executive Offices)

 

(Zip Code)

 

(905) 479-0654
(Registrant’s telephone number, including area code)

 

N/A
(Former Name or 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:

 

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 240.14a-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 8.01               Other Events.

 

On March 29, 2010, Alpha Pro Tech, Ltd. (the “Company”) issued a press release to announce a strategic change in the Company’s disposable protective apparel distribution strategy.  As set forth in the press release, VWR International, LLC (“VWR”) has historically been the Company’s largest distributor of disposable protective apparel.  From the early 1990s through March 26, 2010, the Company manufactured its Critical Cover® disposable protective apparel brand and associated trade name products exclusively for VWR.  Pursuant to a series of distribution contracts with VWR, the latest of which terminated on December 31, 2009, the Company granted VWR the exclusive right to sell and distribute Critical Cover® trade named products and the non-exclusive right to sell and distribute Alpha Pro Tech branded products, domestically and internationally, to VWR’s domestic and international clean room and industrial customers.  The Critical Cover® product line includes shoe and boot covers, lab coats, frocks and coveralls, as well as masks and eye shields.  While VWR received a corporate rebate on purchases from the Company pursuant to the distribution contracts, these contracts between the Company and VWR did not require VWR to purchase any minimum amount of products from the Company and did not otherwise assure the Company of any particular amount of sales.  Nevertheless, the relationship between the Company and VWR resulted in significant sales for the Company.  Sales to VWR represented 28.7%, 38.0% and 45.1% of the Company’s total sales in 2009, 2008 and 2007, respectively.

 

On or about March 18, 2010, the Company received confirmation that VWR had decided to launch its own, potentially competing, private label line of disposable protective apparel and to transition away from selling the Company’s products.  As a result of this decision, effective March 26, 2010, the Company is no longer supplying VWR with Critical Cover® proprietary shoe and boot apparel.  The Company is now making its Critical Cover® proprietary shoe and boot apparel available through a broader distribution network.  The Company anticipates that the balance of its Critical Cover® product line will be available through both this broader distribution network and VWR.

 

It is unclear what effect the Company’s changed relationship with VWR will have on the Company’s ability to sell its Critical Cover® product line, including its Critical Cover® disposable protective apparel.  This change in the Company’s relationship with VWR could adversely affect the Company’s ability to sell its Critical Cover® products, which could have a material adverse effect on the business and financial condition of the Company.

 

A copy of the Company’s March 29, 2010 press release is attached hereto as Exhibit 99.1.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit No.

 

Exhibit

 

 

 

99.1

 

Press release dated March 29, 2010.

 

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.

 

 

ALPHA PRO TECH, LTD.

 

 

 

Date: March 30, 2010

By:

/s/ Lloyd Hoffman

 

 

Lloyd Hoffman

 

 

Chief Financial Officer

 

3


EX-99.1 2 a10-7400_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Alpha Pro Tech

L T D.

 

ALPHA PRO TECH, LTD. REVISES
DISPOSABLE PROTECTIVE APPAREL DISTRIBUTION STRATEGY

 

Company’s Critical Cover® Private Label Brand No Longer Available Exclusively
Through VWR Company Changes Distribution Network for Critical Cover®

 

FOR IMMEDIATE RELEASE

 

Company Contact:

Investor Relations Contact:

Alpha Pro Tech, Ltd.

Hayden IR

Al Millar/Donna Millar

Cameron Donahue

905-479-0654

651-653-1854

e-mail: ir@alphaprotech.com

e-mail: cameron@haydenir.com

 

Nogales, Arizona — March 29, 2010,  Alpha Pro Tech, Ltd. (NYSE Amex: APT) a leading manufacturer of products designed to protect people, products and environments, including disposable protective apparel and building products, today announced a strategic change in the Company’s disposable protective apparel distribution strategy.

 

The Critical Cover® disposable protective apparel brand and its associated trade names, SureGrip™, AquaTrak®, ComforTech® and Microbreathe™, are trademarks owned by Alpha Pro Tech and have been manufactured by Alpha Pro Tech exclusively for VWR International, LLC (“VWR”) since the early 1990s.  Alpha Pro Tech has recently been informed that VWR, which has always been Alpha Pro Tech’s largest distributor of disposable protective apparel, has decided to launch its own private label line of disposable protective apparel, and has made a business decision to transition away from selling Alpha Pro Tech’s disposable garments to their own brand of apparel.  As a result of this decision, Alpha Pro Tech will no longer supply VWR with Critical Cover® proprietary shoe and boot apparel.  To ensure that end customers have access to our widely known and well-recognized Critical Cover® products, Alpha Pro Tech has made these products available through a broader distribution network.  We anticipate that the balance of our Critical Cover® apparel product line will be available through both the increased distribution network and VWR.

 

Al Millar, President of Alpha Pro Tech commented, “We are disappointed that it has come to this, but, having learned of VWR’s decision to launch a competing line of products, and based on the resulting change in our relationship with VWR, we have no choice but to shift away from VWR as the sole distributor of our Critical Cover® protective apparel product line and to utilize

 



 

a more diversified, broader, global distribution strategy.  We will be working closely with our distribution partners to ensure continuity in our distribution channel to minimize potential supply-chain interruptions”.

 

Mr. Millar continued, “Shoe and boot covers account for approximately 50% of our apparel business and it is possible that our decision to not supply these products to VWR could have an adverse affect on the remainder of our relationship with them and on our business and financial condition.  However, we hope that we will have a continued relationship with VWR for the balance of our product line, based on our long history with them.  Above all, we are committed to producing the highest quality products and we have an obligation to our customers and our shareholders to protect our brand”.

 

About Alpha Pro Tech, Ltd.

Alpha Pro Tech, Ltd. is the parent company of Alpha Pro Tech, Inc., and Alpha ProTech Engineered Products, Inc. Alpha Pro Tech, Inc. develops, manufactures and markets innovative disposable and limited-use protective apparel products for the industrial, clean room, medical and dental markets. In addition, Alpha ProTech Engineered Products, Inc. manufactures and markets a line of construction weatherization products, including building wrap and roof underlayment. The Company has manufacturing facilities in Salt Lake City, Utah; Nogales, Arizona; Janesville, Wisconsin; Valdosta, Georgia; and a joint venture in India. For more information and copies of all news releases and financials, visit Alpha Pro Tech’s Website at http://www.alphaprotech.com.

 

Certain statements made in this press release constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that may predict, forecast, indicate or imply future results, performance or achievements instead of historical facts and may be identified generally by the use of forward-looking terminology and words such as “expects”, “anticipates”, “estimates”, “believes”, “predicts”, “intends”, “plans”, “potential”, “may”, “continue”, “should”, “will” and words of similar meaning. Without limiting the generality of the preceding statement, all statements in this press release relating to estimated and projected earnings, margins, costs, expenditures, cash flows, sources of capital, growth rates and future financial and operating results are forward-looking statements. We caution investors that any such forward-looking statements are only estimates based on current information and involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. We cannot give assurances that any such statements will prove to be correct.  Factors that could cause actual results to differ materially from those estimated by us include the risks, uncertainties and assumptions described from time to time in our public releases and reports filed with the Securities and Exchange Commission, including, but not limited to, our most recent Annual Report on Form 10-K. We also caution investors that the forward-looking information described herein represents our outlook only as of this date, and we undertake no obligation to update or revise any forward-looking statements to reflect events or developments after the date of this press release.  Given these uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

 


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