-----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, LAAzzkDMVGB1xUTUzvMBqjcSHaeN1j15FrkUCeabuyKd67Y++T3AUzd+1Ff/+PqK /o77uRIK4HoNPueGCytAHQ== 0000948520-04-000218.txt : 20041229 0000948520-04-000218.hdr.sgml : 20041229 20041229161913 ACCESSION NUMBER: 0000948520-04-000218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041223 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Cost Associated with Exit or Disposal Activities FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNALLOY CORP CENTRAL INDEX KEY: 0000095953 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 570426694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19687 FILM NUMBER: 041231360 BUSINESS ADDRESS: STREET 1: CROFT INDUSTRIAL PARK STREET 2: P O BOX 5627 CITY: SPARTANBURG STATE: SC ZIP: 29304 BUSINESS PHONE: 864-585-3605 MAIL ADDRESS: STREET 1: P O BOX 5627 CITY: SPARTANBURG STATE: SC ZIP: 29304 FORMER COMPANY: FORMER CONFORMED NAME: BLACKMAN UHLER INDUSTRIES INC DATE OF NAME CHANGE: 19710510 8-K 1 form8-k29dec04.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) December 23, 2004 ----------------- SYNALLOY CORPORATION ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19687 57-0426694 - ---------------- -------------------------------- ------------------ (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) Croft Industrial Park, P.O. Box 5627, Spartanburg, SC 29304 29304 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (864) 585-3605 -------------- INAPPLICABLE - -------------------------------------------------------------------------------- (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 14e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Section 1 - Registrant's Business and Operations ITEM 1.01 Entry into a Material Definitive Agreement. On December 23, 2004, the Registrant entered into an agreement with Greenville Colorants, LLC, to sell certain of the assets associated with Registrant's Blackman Uhler LLC dye business. The transaction, which is scheduled to close by the end of January 2005, involves the sale of the dye business inventory, certain manufacturing equipment, and certain intangibles used in connection with the business. The purchase price is $4,950,000 with $4.1 million being payable in cash by closing and the balance of $850,000 being payable over time based on the operations of the purchaser through June 2008. With certain limited exceptions, Registrant and its affiliates agree not to compete with the purchaser in the manufacture and sale of dyestuffs. Registrant will toll product for the purchaser for limited periods following the closing. Section 2 - Financial Information ITEM 2.05 Costs Associated with Exit or Disposal Activities. The costs associated with the activities described in Item 1.01 have not yet been estimated nor has their materiality to Registrant been determined. Should it appear that material charges will be incurred under generally accepted accounting principles applicable to Registrant and the amount or ranges of such costs can be estimated, Registrant will file an amended report on Form 8-K under this Item 2.05. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized. SYNALLOY CORPORATION By: /S/ GREGORY M. BOWIE ------------------------------------------ Gregory M. Bowie Vice President, Finance & Chief Financial Officer Dated: December 29, 2004 3 -----END PRIVACY-ENHANCED MESSAGE-----