-----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, TEHPGPK665YlPdlmuZhEkHtXuUaXs9Km3fnH2leH/Wlk/WJ9BULZF0dSwNniXGVB dyutiaJqlqsNf09j2VX1dQ== 0000897101-08-000340.txt : 20080221 0000897101-08-000340.hdr.sgml : 20080221 20080221100318 ACCESSION NUMBER: 0000897101-08-000340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080214 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080221 DATE AS OF CHANGE: 20080221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNANT CO CENTRAL INDEX KEY: 0000097134 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 410572550 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16191 FILM NUMBER: 08631729 BUSINESS ADDRESS: STREET 1: 701 N LILAC DR STREET 2: PO BOX 1452 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 BUSINESS PHONE: 6125401200 MAIL ADDRESS: STREET 1: 701 N LILAC DR STREET 2: PO BOX 1452 CITY: MINNEAPOLIS STATE: MN ZIP: 55440 FORMER COMPANY: FORMER CONFORMED NAME: TENNANT G H CO DATE OF NAME CHANGE: 19700515 8-K 1 tennant080716_8k.htm FORM 8-K DATED FEBRUARY 14, 2008 Tennant Company Form 8-K dated February 14, 2008

 
 

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)  February 14, 2008

 


TENNANT COMPANY

(Exact name of registrant as specified in its charter)

 

Minnesota

1-16191

41-0572550

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

701 North Lilac Drive, P.O. Box 1452
Minneapolis, Minnesota

55440

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code  (763) 540-1200

 

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 communications pursuant to Rule 425 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 Exchange 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))

 


 
 



Item 1.01.

Entry into a Material Definitive Agreement.

 

On February 15, 2008, Tennant Scotland Limited, a wholly owned subsidiary of Tennant Company (the “Company”), entered into a Share Purchase Agreement to purchase all the shares of Applied Sweepers Holdings Limited for approximately $68 million (USD). On February 15, 2008, the Company issued a press release announcing the entry into the purchase agreement, which summarized the primary conditions to closing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by referenced herein (except for the third through eighth paragraphs, which are furnished pursuant to Item 7.01 below).

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

 

On August 18, 2007 , the Company filed a Current Report on Form 8-K to announce that Pamela K. Knous gave notice of her intention to resign from the Board of Directors on August 14, 2008.  On February 14, 2008, Ms. Knous gave notice that she would accelerate the date of her resignation from the Board of Directors effective immediately. Ms. Knous indicated that her earlier resignation date relates to the fact that she has completed the transition of her Committee and Board duties to other directors and has other commitments requiring her time and attention.

 

Item 7.01.

Regulation FD Disclosure.

 

Additional information about the proposed acquisition of Applied Sweepers Holdings Limited included in the third through eighth paragraphs of the press release attached as Exhibit 99.1 to this Current Report on Form 8-K is furnished herewith.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

The following exhibits are filed or furnished herewith:

 

 

99.1

Press Release dated February 15, 2008 Announcing Proposed Acquisition of Applied Sweepers

 




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, thereunto duly authorized.

 

 

TENNANT COMPANY

 

Date:   February 21, 2008

/s/   Heidi M. Hoard

 

Vice President, General Counsel and Secretary

 

 

 














EX-99.1 2 tennant080716_ex99-1.htm PRESS RELEASE DATED FEBRUARY 15, 2008 Exhibit 99.1 to Tennant Company Form 8-K dated February 14, 2008

 

INVESTOR CONTACT:
Tom Paulson
Vice President and Chief Financial Officer
763-540-1204

MEDIA CONTACT:
Kathryn Lovik
Director, Communications
763-540-1212

 

Tennant Company To Acquire Outdoor Equipment Manufacturer;

Applied Sweepers Complements Tennant Company Sales and Service Networks

 

MINNEAPOLIS, Minn., Feb. 15, 2008—Tennant Company (NYSE: TNC), a world leader in designing, manufacturing and marketing solutions that help create a cleaner, safer world, today announced that it has entered into a purchase agreement with Applied Sweepers, maker of Green Machines® brand cleaning equipment. The deal, valued at approximately $68 million (USD), is expected to close by the end of February or early March 2008. Completion of the transaction is subject to concluding routine environmental due diligence and other customary closing conditions.

Applied Sweepers, a privately-held company based in Falkirk, Scotland, with 2007 revenues of roughly $40 million (USD), is recognized as the leading manufacturer of sub-compact outdoor sweeping machines in the United Kingdom (UK) and operates overseas subsidiaries in the United States, France and Germany. Applied Sweepers is the leading supplier of smaller sweepers used for city cleaning to municipalities across the UK and sells through a broad distribution network around the world.

“Tennant Company sees tremendous potential to build upon Applied Sweepers highly-regarded service organization, its pride in innovation and, of course, its stellar reputation for high-quality products,” said Chris Killingstad, President and CEO of Tennant Company. “We have found a strong and beneficial alignment of Tennant Company’s long-term goals and those of Applied Sweepers: International market expansion, innovative product development, improving operational efficiencies and leveraging a strong distributor network.”

Sold under the brand name “Green Machines,” Applied Sweepers’ products come in three ranges and are used in city cleaning applications such as sweeping pavements, pedestrian areas, streets and alleyways. Killingstad noted that this series of city cleaning products complements Tennant Company’s current outdoor offerings, particularly in Europe, and will enhance Tennant Company’s ability to offer a broader set of solutions to customers worldwide.

"Applied Sweepers is very excited about its future within Tennant Company,” commented Francis Galashan, Chairman of Applied Sweepers. “Both are world-leaders with a proven pedigree in producing high quality, strongly innovative solutions to customers' cleaning needs. The complementary fit between our two companies' current product lines and our respective areas of strength in distributor networks makes us believe this will be a very successful partnership."




Page 2 – Tennant Company To Acquire Outdoor Equipment Manufacturer

 

 

Killingstad and Galashan confirmed that current Applied Sweepers management will stay in place to continue to drive growth in the city cleaning business.

This acquisition, combined with its 2006 acquisition of Hofmans Machinefabriek in The Netherlands, provides Tennant Company greater access to the $250 million European city cleaning market and will provide opportunities to further leverage both companies’ existing sales and service capabilities around the world.

Killingstad noted that this transaction is consistent with the company's strategy of pursuing add-on acquisitions to gain access to interesting products or to expand its global sales and service coverage.

 

About Tennant Company

Minneapolis-based Tennant Company (NYSE: TNC) is a world leader in designing, manufacturing and marketing environmental cleaning solutions that help create a cleaner, safer world. Its products include equipment for maintaining surfaces in industrial, commercial and outdoor environments; and coatings for protecting, repairing and upgrading concrete floors. Tennant Company's global field service network is the most extensive in the industry. Tennant Company has manufacturing operations in Minneapolis, Minn.; Holland, Mich.; Uden, The Netherlands; Northampton, United Kingdom; and Shanghai, China; and sells products directly in 15 countries and through distributors in more than 80 countries. For more information, visit www.tennantco.com.

 

About Applied Sweepers

Since its establishment in 1965, Applied Sweepers has specialized in the design, manufacture, sales and after-sale service and support of smaller sweeping machines to sweep downtown areas, sidewalks, and other congested outdoor areas beyond the reach of larger, more traditional street sweepers. Employing more than 170 employees in the UK, France, the U.S. and Germany, the company sells through a combination of direct and distributor networks.

 

Forward-Looking Statements

Certain statements contained in this document as well as other written and oral statements made by us from time to time are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements do not relate to strictly historical or current facts and provide current expectations or forecasts of future events. Any such expectations or forecasts of future events are subject to a variety of factors. These include factors that affect all businesses operating in a global market as well as matters specific to us and the markets we serve. Particular risks and uncertainties that may affect the forward-looking statements in this release include: geopolitical and economic uncertainty throughout the world; the potential for increased competition in our business; fluctuations in the cost or availability of raw materials and purchased components; the success and timing of new products; our ability to achieve projections of future financial and operating results; successful integration of acquisitions, including the ability to carry acquired goodwill at current values; the parties’ abilities to complete the transaction described in this release; and our plans for growth.

We caution that forward-looking statements must be considered carefully and that actual results may differ in material ways due to risks and uncertainties both known and unknown. Shareholders, potential investors and other readers are urged to consider these factors in evaluating forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. For additional information about factors that could materially affect Tennant's results, please see our other Securities and Exchange Commission filings, including disclosures under "Risk Factors."

We do not undertake to update any forward-looking statement, and investors are advised to consult any further disclosures by us on this matter in our filings with the Securities and Exchange Commission and in other written statements we make from time to time. It is not possible to anticipate or foresee all risk factors, and investors should not consider any list of such factors to be an exhaustive or complete list of all risks or uncertainties.

 

# # #

 



GRAPHIC 3 img2.jpg GRAPHIC begin 644 img2.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``H'!P@'!@H("`@+"@H+#A@0#@T- M#AT5%A$8(Q\E)"(?(B$F*S7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"G1117TY^? M!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`% M%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`44Z..29ML4;2-Z*"36 ME!X9UNY`,>FS@'NXV_SJ93C'=FD*E']*E'@#5 MOXI[1?K(?\*S^L4OYD;K!8A_89S%%=.?`&K=I[,_20_X5&_@/7%^ZD#_`.[+ M_C1]8I?S('@L1_(SG**V)O">NP?>TZ1O]PAOY&LV>TN;4XN+>6(_[:%?YUI& M<9;,QG1J0^*+7R(:**78VS?M.W.-V.*HR$HHHH`****`"BBNA\+:9:RK9FM*DZLU%%?2_"]_J47VEREI:`9,\YP,>P[_RK M0`\+Z4/W=O<:Q,/XR"L>?\_6LG6=>O=:FS,^R!3^[@4X51_4^]=7X"U>>Y#Z M:T<2PVT6Y2JG<26YSS[URUG44.>7W+3\3T<,J$JJIPW[M7_#9?B9#^,]2C_< MZ?86UDN.%CBR_-:'B*YU#[#J$9U#3/(V./*Y\W'IUZ_A417_KR-N2I4IRG[5V M3:[;?,X&2ZOY,&6>Y;=T+.QS4169FVE9"W7!!S7JL-A%J.@Z8CD!XDAFC/H5 M`/\`+C\:IQ?\E%F_Z\1_,4XXM:VCM[7X_,\U`EP2`_R]2,\5)%/ M>J-T,MP`.Z,W]*]-U2PBL]'UN>$C9=1F0@=CMP?SZU'X56+3M`TZ"08DO2S` M>I(+?R`H>+3AS*/]6!99)55!SMI?\;+[S@K?7M;B_P!1J%T0.VXL/US6C!XW MUN./]^L-U%T/F1<'\1BM[P;;"QU?6[9L!8I%'/IEL?I4OB.PCTOPAAAC5/#^J<:CHT\2WLO@ZYU8QP">&38JA3MQE1TS M[UPAU*Y74GU"!_L\SN7_`'7`!/7\/:G3C.3?+I;SNB*\Z4%'G][F6Z7*[?D_ MFBM)&\4C1R(R.IPRL,$&FUV$GD^,-$FN3&L>K629[&Z%CT+`=/T!_.N6I59 MD8.C%64Y!!P0:SJ0YXV-J%7V4^:U^_HR:\L[C3[I[:ZB,Y\*ZY')O7#1L0K MX]/\@5SU9-TW">C[]#OPU.,:T:M)\R73K]W7Y%;2[35](\027_\`8UU.H9P% M"D9SWS5_4I9;^VN%'@R2.XF4_O\`RP6#'O\`=ZUG7EWXTL2?M#W8`_B5`R_F M!6>?%6O`X.I3`^A`_P`*GVN<5SG_"5Z[_T$I?R'^%'_ M``E>N_\`02E_(?X4?5Y=E^(?7:?\TM[[1Z:'0I?ZY_8=SIDV@W;^;O"/@_(K M=NG.,U8?7-?C-K':>'IXX(0%='0L6`P.#CCBN6_X2O7?^@E+^0_PH_X2O7?^ M@E+^0_PH>'D^B_$%CH+:4ON1TB7VJ)?ZE]07MUKM_ MX;72IM#NS*H4&?!YVGTQZ"L'_A*]=_Z";Z!];A).**SN;+X(D/^?K54I\M^K;Z$8BC[3E M;]V*5O>W^[`:Y"KVJZQ>:S<^?=R9Q MPB+PJ#V%4:WIP:O*6[..O5C)1A#X8_CW84445JK1TQQ M=>*LI/\`/\SI_P#A(?#TO^O\-1J>_EN!_04O]I^#G^]HERO^ZY_^*KEZ*GV$ M>C?WLOZY4ZI/_MU?Y'4_VAX+'_,'NS]7/_Q5']M>$X_]7X>=C_MM_P#7-P^N3Z1C_X"CJO^$OL(/\`CR\.VD9[%\$_H*KW'CG6IE*Q/#;+Z11] M/SS7.T4UAZ:Z?J)XVNU92MZ:?D6+J_O+YMUW=2S'_;444`%%%%`!1110`4444`%%%%`!1110`4444`?__9 ` end
-----END PRIVACY-ENHANCED MESSAGE-----