-----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, O+CDcHkCAUwLMjTEEa/+91jPCKmKGZXUJ36mW7CB9O9h/aRBgpjRj69sKPskHbpw 7xb2usRU6TWJ+5xw/vyVCQ== 0000090045-06-000058.txt : 20061026 0000090045-06-000058.hdr.sgml : 20061026 20061026100706 ACCESSION NUMBER: 0000090045-06-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15729 FILM NUMBER: 061164526 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 PENN VALLEY MANAGEMENT GRUP, LLC 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): October 26, 2006 --------------------------------- PARAGON TECHNOLOGIES, INC. (Exact Name of Issuer as Specified in Charter) --------------------------------- DELAWARE 1-15729 22-1643428 (State or Other (Commission (I.R.S. Employer Jurisdiction file Identification of Incorporation or number) Number) Organization) 600 KUEBLER ROAD, EASTON, PENNSYLVANIA 18040 (Address of principal executive offices) (610) 252-3205 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) --------------------------------- Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act This Current Report on Form 8-K is filed by Paragon Technologies, Inc., a Delaware corporation ("Paragon" or the "Company"), in connection with the matters described herein. Item 8.01. Other Events. On October 26, 2006, the Company issued a press release announcing that it has retained Penn Valley Management Group, LLC to act as its financial advisor to explore strategic alternatives to improve growth opportunities and enhance shareholder value. Item 9.01. Financial Statements and Exhibits. The following exhibits are filed with this Form 8-K: (c) Exhibit No. Description 99.1 Press Release of Paragon Technologies, Inc. dated October 26, 2006. 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. PARAGON TECHNOLOGIES, INC. Date: October 26, 2006 By: /s/ Joel L. Hoffner ------------------------------ Joel L. Hoffner President and CEO Index of Exhibits (c) Exhibit No. Description 99.1* Press Release of Paragon Technologies, Inc. dated October 26, 2006. - ------------------- * Filed herewith EX-99 2 ex99.txt EXHIBIT 99.1 - NEWS RELEASE [PARAGON TECHNOLOGIES LOGO] NEWS - -------------------------------------------------------------------------------- FOR: PARAGON TECHNOLOGIES, INC. CONTACTS: Joel Hoffner, President and CEO 610-252-3205 610-252-3102 (Fax) www.ptgamex.com PARAGON TECHNOLOGIES, INC. ANNOUNCES ENGAGEMENT OF PENN VALLEY GROUP - - - - - EASTON, PA -- October 26, 2006 -- Paragon Technologies, Inc. (AMEX:PTG), a leading supplier of "smart" material handling systems and "software-driven" warehouse and distribution center solutions, announced today that the Company has engaged the Penn Valley Group (PVG) to assist the Company in its pursuit of growth and enhanced profitability by exploring a targeted acquisition strategy within the supply chain, warehousing, distribution and logistics execution and management sectors. While preparing to commit capital to finding and investing in new businesses, the Company will continue to operate and grow its core business. Joel Hoffner, President and Chief Executive Officer, stated, "We are pleased that the Board of Directors has taken this decisive step to facilitate the strategic and synergistic acquisition strategy that has been our vision. We are looking forward to working with the PVG team who, in turn, will be working closely with the Board of Directors as well as our management team in identifying and analyzing opportunities." Bruce H. Luehrs, PVG Managing Partner, stated, "We believe there are a number of attractive acquisition targets in the supply, warehouse, and logistics management sectors that would be interested in a combination of cash and stock of a public company. Many of these potential targets have been financed by venture capital and private equity firms over the past 4 to 6 years and are interested in providing liquidity to their investors." [MORE] We Build Productivity [SI SYSTEMS LOGO] - -------------------------------------------------------------------------------- PARAGON TECHNOLOGIES, INC. o 600 Kuebler Road o Easton, PA 18040-9201 o 610.252.3205 o Fax 610.252.3102 www.ptgamex.com [PARAGON TECHNOLOGIES LOGO] PAGE 2 - -------------------------------------------------------------------------------- About Paragon Technologies Paragon Technologies is a leader in integrating material handling systems and creating automated solutions for material flow applications. SI Systems' Production & Assembly and Order Fulfillment branded technologies and material handling solutions address unit assembly in manufacturing operations and order fulfillment applications. One of the top material handling systems suppliers worldwide, SI Systems leading clients have included the United States Postal Service, stocktickerBMG, Peterbilt, Honda, stocktickerCVS Pharmacy, Maybelline, and Walgreens. About Penn Valley Group Penn Valley Group (PVG) acting as an "agent for change," works with management teams and Boards seeking to achieve strategic business enhancement in the areas of financial performance, corporate development, business strategy, and merger and acquisitions. PVG provides expertise to companies in their effort to enter a period of "breakout growth" and profitability. PVG also acts as a sponsor for leveraged buyouts of mid-market business in tandem with incumbent management teams. Contact: PersonNameBruce Luehrs, Managing Partner, 610-977-2771, bruce@pennvalleygroup.com/www.pennvalleygroup.com. ----------------------- * * * - ---------------------- 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, review of strategic alternatives, and other 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. Furthermore, achievement of the objectives of the Company following the sale of Ermanco is subject to risks associated with business disruption resulting from the announcement of the sale and other risks outlined in Paragon's filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2005 and the most recent quarterly report on Form 10-Q for the quarter ended June 30, 2006. This press release and prior releases are available at www.ptgamex.com. --------------- -----END PRIVACY-ENHANCED MESSAGE-----