-----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, A5foYd4Kz/bxkVp/7mQlkgHYLtdIoW5N2ZtA22c678jR1LXpxg0Kaf1CYSgdaTcs 4pBg2RBd1vnWXtsdWF+OtQ== 0000090045-99-000013.txt : 19990818 0000090045-99-000013.hdr.sgml : 19990818 ACCESSION NUMBER: 0000090045-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990829 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SI HANDLING SYSTEMS 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: SEC FILE NUMBER: 000-03362 FILM NUMBER: 99694616 BUSINESS ADDRESS: STREET 1: 600 KUBLER ROAD CITY: EASTON STATE: PA ZIP: 18044-0070 BUSINESS PHONE: 6102527321 MAIL ADDRESS: STREET 1: P O BOX 70 CITY: EASTON STATE: PA ZIP: 18040 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported).................August 16, 1999 SI HANDLING SYSTEMS, INC. ................................................................................ (Exact name of registrant as specified in its charter) Pennsylvania 0-03362 22-1643428 ................................................................................ (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 600 Kuebler Road, Easton, PA 18040 ................................................................................ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code..................610-252-7321 ................................................................................ (Former name or former address, if changed since last report.) Item 5. Other Events. ------------ As discussed in the attached News Release, on August 16, 1999, SI Handling Systems, Inc. ("SI" or the "Company") publicly announced the signing of a Stock Purchase Agreement (the "Agreement") with Ermanco Incorporated ("Ermanco"), a Michigan corporation, and its stockholders, to purchase all of the outstanding capital stock of Ermanco. Ermanco, headquartered in Spring Lake, Michigan, is a designer and installer of complete conveying systems for a variety of manufacturing and warehousing applications. Ermanco also manufactures conveyors and conveyor components. Closing of the acquisition is scheduled to take place on or before September 30, 1999 and is subject to various conditions, including due diligence. Under terms of the Agreement, Ermanco shareholders will sell and transfer to SI all of the outstanding capital stock of Ermanco. SI will finance the acquisition of Ermanco with a combination of cash, debt, and shares of the Company's common stock. Ermanco will become a wholly owned subsidiary of SI, and its operations will continue to be located in Spring Lake, Michigan. Ermanco's assets are comprised mainly of cash, accounts receivable, inventories, and fixed assets, such as computer equipment, office furniture, leasehold improvements, and machinery and equipment. Ermanco will continue to use its fixed assets in its ongoing operations. SI and Ermanco essentially serve common North American marketplaces, such as automotive/transportation, computer, newspaper/publishing, pharmaceutical/cosmetic, entertainment, and warehousing. The Company believes the stock acquisition will enhance SI's automated materials handling capability in the production and assembly and warehousing and distribution environments. Item 7. Exhibits. -------- The following exhibit is filed as part of this report: 99.1 News Release dated August 16, 1999. 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. SI HANDLING SYSTEMS, INC. /S/ Barry V. Mack Barry V. Mack Vice President - Finance (Principal Financial Officer) Dated: August 16, 1999 ------------------- SI HANDLING SYSTEMS, INC. FORM 8-K EXHIBIT INDEX Exhibit No. - ---------- 99.1 News Release dated August 16, 1999. EX-99.1 2 NEWS RELEASE EXHIBIT 99.1 ------------ Contact: Bill Johnson President and CEO (610) 252-7321 (610) 250-9677 Fax www.sihs.com SI HANDLING SYSTEMS, INC. 600 Kuebler Road . PO Box 70 . Easton, PA 18044-0070 News Release SI HANDLING SYSTEMS AND ERMANCO REACH AGREEMENT ON THE SALE OF ERMANCO TO SI HANDLING SYSTEMS EASTON, PA, August 16, 1999 -- SI Handling Systems, Inc. [Nasdaq NM:SIHS], ("SI") and Ermanco Incorporated ("Ermanco") today announced that they have signed a definitive stock purchase agreement for SI to acquire privately held Ermanco. The agreement is subject to customary conditions to closing. The acquisition of Ermanco, headquartered in Spring Lake, Michigan, is a major strategic step that will enable SI to increase significantly the breadth of its product offerings and the range of integrated materials handling systems it is able to offer its customers. The acquisition will represent revenue growth of over 60% from SI's current base. Ermanco, with $26.3 million in fiscal 1998 sales, is a designer and installer of complete conveying systems for a variety of manufacturing and warehousing applications. Ermanco also manufactures conveyors and conveyor components. Commenting on the acquisition, Bill Johnson, SI's Chief Executive Officer and President, said, "We believe this acquisition will benefit our customers and shareholders by creating a stronger company with a more comprehensive product and systems portfolio. The addition of Ermanco will provide us with an extended manufacturing base to better serve our customers and will complement our position in the integrated materials handling systems market. Ermanco should substantially broaden and increase the sales of SI's Production & Assembly and Warehousing & Distribution Systems and enable us to heighten our reputation as a high-quality, cost-effective supplier. The transaction should be accretive to SI's earnings in the first year, with opportunities for increasing accretion in subsequent years." Leon C. Kirschner, President of Ermanco, added, "This is an exciting opportunity for our customers, associates, and the communities in which we both operate. We believe the combined company will be stronger than either SI or Ermanco separately. We'll be able to provide a broader range of integrated products and services to our customers." Schroder & Co. Inc. is serving as financial advisor to SI, and First Union National Bank, SI's principal bank, will be arranging financing for the transaction. ING Barings is serving as financial advisor to Ermanco. SI, headquartered in Easton, PA, markets, designs, manufactures, installs, and services fully automated integrated materials handling systems and component products that improve productivity in manufacturing and automate order fulfillment. [CONTINUED] - ------------------------------- 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. SI intends that such forward-looking statements be subject to the safe harbors created thereby. Among other things, the forward-looking statements regard SI's acquisition activities, earnings, liquidity, financial condition, and certain operational matters. Words or phrases denoting the anticipated results of future events, such as "anticipate," "believe," "estimate," "expect," "may," "will," "should," and similar expressions that denote uncertainty, are intended to identify such forward-looking statements. SI'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 risks and uncertainties associated with the Ermanco acquisition, including the failure to close such acquisition, the failure to realize anticipated benefits of such acquisition, the failure to integrate Ermanco successfully with SI and any unforeseen complications related to the Ermanco acquisition; (2) as a result of factors over which SI has no control, including the strength of domestic and foreign economies, sales growth, competition, certain cost increases, and its potential exposures relating to the Year 2000 matter; or (3) if the factors on which SI's conclusions are based do not conform to its expectations. SI HANDLING SYSTEMS, INC. PAGE 2 - -------------------------------------------------------------------------------- CONFERENCE CALL [NASDAQ: SIHS] ================================================================================ SI HANDLING SYSTEMS AND ERMANCO REACH AGREEMENT ON THE SALE OF ERMANCO TO SI HANDLING SYSTEMS ================================================================================ Bill Johnson, President and CEO, will host a teleconference call on Monday, August 16, 1999, at 4:00 P.M. (Eastern Time) to discuss the agreement reached between SI Handling Systems and Ermanco on the sale of Ermanco to SI Handling Systems. He will also be available to respond to your questions. The teleconference dial-in number is (800) 230-1766. Please phone in no later than 3:55 P.M. on Monday, August 16, to participate. The operator will ask you to identify yourself and your firm. You have the opportunity to listen to the conference call over the Internet through Vcall at http://www.vcall.com. To listen to the live call, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call, and a transcript will be available 24 to 48 hours later. -----END PRIVACY-ENHANCED MESSAGE-----