-----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, CeU0x+vVHS8KiNmb4THFNHWPXrA2j+i88bL+QBANwPv8xupy2TNNssHPEu7SWNnn YTXWopdiBf10uUO2R4j68A== 0000090045-04-000003.txt : 20040217 0000090045-04-000003.hdr.sgml : 20040216 20040217163631 ACCESSION NUMBER: 0000090045-04-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040210 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAGON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000090045 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 221643428 STATE OF INCORPORATION: PA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15729 FILM NUMBER: 04609330 BUSINESS ADDRESS: STREET 1: 600 KUEBLER ROAD CITY: EASTON STATE: PA ZIP: 18040 -929 BUSINESS PHONE: 6102523205 MAIL ADDRESS: STREET 1: 600 KUEBLER RD CITY: EASTON STATE: PA ZIP: 18040-9295 FORMER COMPANY: FORMER CONFORMED NAME: SI HANDLING SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 f8-k.txt FORM 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): February 10, 2004 PARAGON TECHNOLOGIES, INC. (Exact name of issuer as specified in charter) DELAWARE 1-15729 22-1643428 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or file Identification Organization) number) Number) 600 KUEBLER ROAD EASTON, PENNSYLVANIA 18040 (Address of principal executive offices) (610) 252-3205 (Registrant's telephone number, including area code) Item 5. Other Events. In July 2003, a competitor filed an action against the Company in the United States District Court for the District of New Jersey alleging that certain of the Company's products infringed patents held by the competitor and also asserting claims for breach of contract, unjust enrichment, unfair competition, tortious interference with prospective economic advantage, and violation of New Jersey's consumer fraud act as a result of alleged improper use of the competitor's trade secrets, technology, and other proprietary information. Based on these allegations, the competitor was seeking monetary damages and injunctive relief against the Company. In September 2003, the Company filed an answer denying the material allegations of the complaint and asserting counterclaims against the competitor. Discovery has commenced and all fact discovery was scheduled to be completed by June 30, 2004. Management of the Company, supported by its legal counsel, believes the competitor's complaint was without merit and instructed counsel to defend the Company against all charges. During the third quarter of 2003, Paragon accrued an estimate of $1,020,000 for defense costs associated with the resolution of the action filed against the Company. On February 10, 2004, a settlement was reached between the Company and the competitor. This settlement is a compromise of disputed claims and should not be construed as an admission by any of the parties to this litigation of any wrongdoing. Under the settlement, the competitor dismissed the action and agreed that the Company's products involved in the litigation are immune from suit for infringement of any of the competitor's intellectual property rights. In exchange, Paragon agreed to dismiss its counterclaims and paid the competitor $1,125,000. As a result of the settlement, the Company recognized additional expense of $355,000 during the fourth quarter of 2003, thereby bringing the total costs associated with the litigation recognized during 2003, inclusive of settlement costs and legal costs, to $1,375,000. Item 7. Financial Statements and Exhibits (c) Exhibits- 99.1 News Release dated February 17, 2004 Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. PARAGON TECHNOLOGIES, INC. Date: February 17, 2004 By: /s/ Leonard S. Yurkovic -------------------------------- Leonard S. Yurkovic President and CEO PARAGON TECHNOLOGIES, INC. FORM 8-K EXHIBIT INDEX Exhibit No. 99.1 News Release dated February 17, 2004 EX-99 3 ex99-1.txt EXHIBIT 99.1 - NEWS RELEASE Exhibit 99.1 ------------ [PARAGON LETTERHEAD] News FOR: PARAGON TECHNOLOGIES, INC. CONTACTS: Len Yurkovic, President and CEO 610-252-3205 610-252-3102 (Fax) www.paragontechnologiesinc.com PARAGON TECHNOLOGIES SETTLES LITIGATION WITH COMPETITOR - - - - - EASTON, PA -- February 17, 2004 -- Paragon Technologies, Inc. ("Paragon" or "the Company") (AMEX:PTG), a leading supplier of "smart" material handling solutions, including systems, technologies, products and services, announced today that it recently settled litigation with a competitor. In July 2003, a competitor filed an action against the Company in the United States District Court for the District of New Jersey alleging, among other things, that certain of the Company's products infringed patents held by the competitor. The competitor was seeking monetary damages and injunctive relief against the Company. Paragon denied the material allegations of the complaint, asserted counterclaims against the competitor, and instructed counsel to defend the Company against all charges. During the third quarter of 2003, Paragon accrued an estimate of $1,020,000 for defense costs associated with the resolution of the action filed against the Company. On February 10, 2004, a settlement was reached between the Company and the competitor. This settlement is a compromise of disputed claims and should not be construed as an admission by [MORE] - -------------------------------------------------------------------------------- PARAGON TECHNOLOGIES, INC. o 600 Kuebler Road o Easton, PA 18040-9295 o 610.252.3205 o Fax 610.252.3102 E-mail: info@paragontechnologiesinc.com PARAGON TECHNOLOGIES Page 2 - -------------------------------------------------------------------------------- any of the parties to this litigation of any wrongdoing. Under the settlement, the competitor dismissed the action and agreed that the Company's products involved in the litigation are immune from suit for infringement of any of the competitor's intellectual property rights. In exchange, Paragon agreed to dismiss its counterclaims and paid the competitor $1,125,000. Len Yurkovic, President and CEO of Paragon Technologies, states, "We are pleased that this matter has been brought to a swift conclusion and the controversy resolved between the parties. The Settlement Agreement removes the uncertainty of litigation outcome and its possible adverse effects on future performance, and it also eliminates the time, inconvenience and distraction of protracted litigation as we strive to enhance shareholder value." About Paragon Technologies Paragon Technologies is a leader in integrating material handling systems and creating automated solutions for material flow applications. Ermanco's branded conveyor technologies and material handling solutions address the needs of the distribution, assembly, and manufacturing marketplace. SI Systems' branded technologies and material handling solutions address unit assembly handling and order fulfillment applications. One of the top material handling systems suppliers worldwide, Paragon's leading clients include the United States Postal Service, General Motors, IBM, BMG, DaimlerChrysler, Johnson & Johnson, Ford, Peterbilt, Harley-Davidson, Walgreens, and Clark Equipment. * * * _________________________ Cautionary Statement. Certain statements contained herein are not based on historical fact and are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities and Exchange Commission rules, regulations and releases. Paragon intends that such forward-looking statements be subject to the safe harbors created hereby. Among other things, the forward-looking statements regard Paragon's earnings, liquidity, financial condition, and certain operational matters. Words or phrases denoting the anticipated results of future events, such as "anticipate," "does not anticipate," "should help to," "believe," "estimate," "is positioned," "expects," "may," "will," "is expected," "should," "continue," and similar expressions that denote uncertainty, are intended to identify such forward-looking statements. Paragon's actual results, performance, or achievements could differ materially from the results expressed in, or implied by, such "forward-looking statements:" (1) as a result of factors over which Paragon has no control, including the strength of domestic and foreign economies, sales growth, competition, and certain cost increases; and (2) if the factors on which Paragon's conclusions are based do not conform to its expectations. This press release and prior releases are available at www.paragontechnologiesinc.com. -----END PRIVACY-ENHANCED MESSAGE-----