-----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, D0pVDBn6Owe+S2VeX2lzTR4vxn1dwNL8VvvFX103H0uwLiYiMo2hYjGGZ5LbGVQg 8xN2EmBcQdRWyQsnRb6sAg== 0000950152-07-004041.txt : 20070508 0000950152-07-004041.hdr.sgml : 20070508 20070508092538 ACCESSION NUMBER: 0000950152-07-004041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070507 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070508 DATE AS OF CHANGE: 20070508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIFCO INDUSTRIES INC CENTRAL INDEX KEY: 0000090168 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 340553950 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05978 FILM NUMBER: 07826121 BUSINESS ADDRESS: STREET 1: 970 E 64TH ST CITY: CLEVELAND STATE: OH ZIP: 44103 BUSINESS PHONE: 2168818600 MAIL ADDRESS: STREET 1: 970 EAST 64TH STREET CITY: CLEVELAND STATE: OH ZIP: 44103 FORMER COMPANY: FORMER CONFORMED NAME: STEEL IMPROVEMENT & FORGE CO DATE OF NAME CHANGE: 19690520 8-K 1 l26070ae8vk.htm SIFCO INDUSTRIES, INC. 8-K SIFCO Industries, Inc. 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)   May 7, 2007
     
     
SIFCO Industries, Inc.
 
(Exact name of registrant as specified in its charter)
         
Ohio   1-5978   34-0553950
 
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)
     
970 East 64th Street, Cleveland Ohio   44103
 
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code:   (216) 881-8600
     
 
(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 (See General Instruction A.2. below):
o Written communication pursuant to Rule 245 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 Exchanged 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))
 
 

 


 

         
Section 1 –
  Registrant’s Business and Operations    
 
       
Item 1.01 Entry into a Material Definitive Agreement
Effective May 7, 2007, SIFCO Industries, Inc. (“SIFCO”) and its Irish subsidiary, SIFCO Turbine Components Limited (“SIFCO Turbine”), entered into a business purchase agreement (the “Agreement”) for the sale of its industrial turbine engine component repair business to PAS Technologies Inc., which is based in the United States (“PAS”). PAS will complete the acquisition through a wholly-owned Irish subsidiary named PAS Turbines Ireland. The industrial turbine engine component repair business operates in SIFCO’s Cork, Ireland facility. Subject to satisfaction of certain conditions to closing, the transaction is expected to close on or about June 16, 2007. Total consideration for the business is approximately $5.0 million payable in cash and subject to certain adjustment and/or escrow provisions under the Agreement. SIFCO Turbine will retain ownership of the Cork, Ireland facility (subject to a long-term lease arrangement with PAS Turbines Ireland) and substantially all existing liabilities of the business. SIFCO has agreed to guarantee the performance by SIFCO Turbine of all of its obligations under the Agreement
The closing of the transaction is subject to certain customary conditions to closing, unless otherwise waived by the parties, including (i) no material adverse event (as defined in the Agreement) having occurred and (ii) regulatory and third party consents having been obtained. The Agreement may be terminated by PAS if the conditions to closing have not or cannot be fulfilled prior to the closing date. The Agreement terminates if the closing has not occurred by June 16, 2007. Upon completion of this transaction, SIFCO will no longer maintain a turbine engine component repair operation in Ireland, but will own and lease real estate .
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
         
Exhibit
  Description    
 
       
99.1   Press Release dated May 8, 2007 – SIFCO Industries, Inc. announces the sale of its industrial turbine engine component repair business to PAS Technologies Inc.
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.
         
  SIFCO Industries, Inc.
(Registrant)
 
 
Date: May 8, 2007  /s/ Frank A. Cappello    
  Frank A. Cappello   
  Vice President – Finance and Chief Financial Officer
(Principal Financial Officer) 
 

 

EX-99.1 2 l26070aexv99w1.htm EX-99.1 EX-99.1
 

         
     
Exhibit 99.1
 
   
     
FOR IMMEDIATE RELEASE
CONTACT:
  Frank Cappello
 
  (216) 432-6278
SIFCO Industries, Inc. announces the sale of its
industrial turbine engine component repair business to PAS Technologies Inc
Cleveland, Ohio, May 8, 2007: SIFCO Industries, Inc. announces the sale of its industrial turbine engine component repair business to PAS Technologies Inc. (“PAS”), headquartered in the United States. The industrial turbine engine component repair business is located in SIFCO’s Cork, Ireland facility. The business provides industrial coatings and turbine engine component repair services on various brands and sizes of industrial turbine engines. The business is known for serving various industrial turbine engine manufacturers and overhaul shops with high quality and efficient turbine engine component repair services. The transaction is expected to close, subject to certain conditions being met, on or about June 16, 2007 at a price of approximately $5.0 million, with SIFCO retaining ownership of the Cork, Ireland facility (subject to a long-term lease arrangement with PAS) and substantially all existing liabilities.
This acquisition substantially enhances PAS’s engine repair and integrated engine solutions offering for turbine engines. Under PAS ownership, management and employees of the acquired business will continue to serve its extensive customer base.
About SIFCO Industries, Inc. – SIFCO Industries, Inc. (“Company”) is engaged in the production and sale of a variety of metalworking processes, services and products produced primarily to the specific design requirements of its customers. The processes and services include forging, heat-treating, coating, welding, machining and selective electrochemical finishing. The products include forgings, machined forged parts and other machined metal parts, remanufactured component parts for turbine engines, and selective electrochemical finishing solutions and equipment. The Company’s operations are conducted in three business segments: (1) Aerospace Component Manufacturing Group, (2) Turbine Components Services and Repair Group, and (3) Applied Surface Concepts Group.
Forward-Looking Language
Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions, competition and other uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings.

 

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