-----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, F9bRVQPtW8jpdC3SByixskLFaIWS52yIvvCSlSg3YJKpurFHJu5N6ydKZ9hvIKF0 kXBWpOILbfo0ruoFHY6O3w== /in/edgar/work/0001016843-00-000773/0001016843-00-000773.txt : 20001006 0001016843-00-000773.hdr.sgml : 20001006 ACCESSION NUMBER: 0001016843-00-000773 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000929 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BREED TECHNOLOGIES INC CENTRAL INDEX KEY: 0000891531 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 222767118 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11474 FILM NUMBER: 735422 BUSINESS ADDRESS: STREET 1: 5300 OLD TAMPA HWY CITY: LAKELAND STATE: FL ZIP: 33811 BUSINESS PHONE: 8636686000 MAIL ADDRESS: STREET 1: 5300 ALLEN K BREED HIGHWAY CITY: LAKELAND STATE: FL ZIP: 33811 8-K 1 0001.txt 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): SEPTEMBER 29, 2000 BREED TECHNOLOGIES, INC. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-11474 22-2767118 - ---------------------------- ---------------------- -------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer Incorporation) Identification Number) 5300 OLD TAMPA HIGHWAY, LAKELAND, FLORIDA 33811 - ----------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (863) 668-6000 ITEM 5. OTHER EVENTS. On September 29, 2000, BREED Technologies, Inc. (the "Company") filed an amended plan of reorganization (the "Amended Plan of Reorganization") with the United States Bankruptcy Court for the District of Delaware (the "Court") in its pending voluntary bankruptcy proceeding with the Court under Chapter 11 of the United States Bankruptcy Code. Under the Amended Plan of Reorganization, all of the Company's currently outstanding common stock will be cancelled. The Company issued a press release on September 28, 2000 announcing it's intention to file its plan. In addition, the Company stated in its press release that John Riess, a member of the Company's Board of Directors, was named Chief Executive Officer in replacement of Johnnie Cordell Breed, and that Charles J. Speranzella, Jr., the Company's Vice Chairman, President, and Chief Operating Officer, would be leaving the Company. However, Mr. Speranzella has agreed to the request of the Company's Board of Directors to remain with the Company for a period of transition. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) Exhibits required by Item 601 of Regulation S-K EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release regarding filing of the Amended Plan of Reorganization with the Court. Page 2 of 3 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. BREED TECHNOLOGIES, INC. Date: October 5, 2000 By: /s/ PATRICK J. O'MALLEY ----------------------- Patrick J. O'Malley CHIEF FINANCIAL OFFICER Page 3 of 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release regarding filing of the Amended Plan of Reorganization with the Court. EX-99.1 2 0002.txt EXHIBIT 99.1 CONTACT: BREED TECHNOLOGIES, INC. FRED CARUSO, CHIEF RESTRUCTURING OFFICER 863-668-6584 FOR IMMEDIATE RELEASE BREED PROPOSES INTERNAL RESTRUCTURING LAKELAND, FL., SEPTEMBER 28, 2000 -- BREED Technologies, Inc. ("BREED") (OTC:BDTTQ), one of the world's largest automotive occupant restraint suppliers, announced today that it intends to file an amended Plan of Reorganization in connection with its pending Chapter 11 bankruptcy proceeding, which provides for an internal restructuring of its business and a nearly one billion dollar reduction in the company's outstanding debt. The Company also announced that John Riess, a member of BREED's Board of Directors and the former Chairman of the Board and Chief Executive Officer of Gates Rubber Company, has been named the company's Chief Executive Officer replacing Johnnie Cordell Breed. In commenting on the proposed plan Riess stated, "This filing is the beginning of the end of a long, extensive process to find a solution to BREED's financial difficulties." BREED had previously filed a proposed plan, which provided for either an internal restructuring or a sale to a third party. Riess noted that, "While BREED's Board of Directors considered a number of options, including the sale of the business to several interested third parties, it was ultimately determined that continuing as a `stand-alone' enterprise with substantially reduced debt is in the best interests of BREED, its customers, its creditors and its employees." The Company did not comment further on the specifics of the Plan stating that the entire document will be available for review when it is filed with the United States Bankruptcy Court in Delaware within the next few days. The Company further announced that the Company's Vice Chairman, President and Chief Operating Officer, Charles J. Speranzella, Jr., will be leaving the company. The Board of Directors and Mr. Riess have requested that Mr. Speranzella remain with the Company for a period of transition. "Chuck's experience and familiarity with BREED's business and its customers will be invaluable to making a smooth transition," said Mr. Riess, who added that no additional management changes are foreseen for the immediate future. The Company expects that once the adequacy of the Disclosure Statement which accompanies the Plan of Reorganization is approved by the Bankruptcy Court, which is expected to take place in the mid-October, it will take approximately two months for the bankruptcy process to be completed. The statements contained in this press release that are not purely historical, including statements regarding BREED's objectives, expectations, intentions and beliefs regarding the future are "forward-looking" statements within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are subject to certain risks and uncertainties that could cause the results to differ materially from those projected. In particular, but not by way of limitation, no assurance can be given that BREED will file a Plan of Disclosure as described or that the Plan will be confirmed by the Bankruptcy Court having jurisdiction over BREED's case; nor can there be any assurance that there will be no additional management changes at the Company. Risks inherent in such statements include the potential that a higher and better offer will be submitted for the Company prior to the confirmation of the Plan and changes that might be implemented by such an offeror. While management believes these forward-looking statements are reasonable, undue reliance should not be placed on such forward-looking statements, which are based on current expectations. # # # -----END PRIVACY-ENHANCED MESSAGE-----