| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 14, 2018 Company’s wholly-owned subsidiary, M&I Electric Industries, Inc. (the “Seller”) completed its previously announced sale of its U.S. based assets to M&I Electric, LLC, a Delaware limited liability company (the “Buyer”), an affiliate of Myers Power Products, Inc., a Delaware corporation.
The cash purchase price for the assets was $17.3 million resulting in cash proceeds at closing of approximately $10.8 million after working capital and other closing adjustments. The Buyer also assumed approximately $12.8 million of liabilities related to the assets being sold.
In connection with the closing of the asset sale the Company paid off its long term debt of $6.5 million and paid certain other expenses, including professional fees and other closing costs in connection with the sale, resulting in additional working capital of approximately $4.3 million upon completion of the transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 14, 2018 Charles Dauber resigned as President and Chief Operating Officer of the Company. Mr. Dauber will continue to be a director of the Company. Mr. Dauber is entitled to certain severance benefits in accordance with his employment agreement filed as Exhibit 10.1 to the Company’s Current Report on Form8-K filed May 14, 2018.
On August 14, 2018 Peter Menikoff was appointed CEO of the Company. Mr. Menikoff will continue to be Chairman of the Board of Directors of the Company. Information concerning Mr. Menikoff’s background, experience and current compensation is contained in the Company’s Definitive Proxy Statement for the 2018 Annual Meeting of Stockholders filed with the SEC on Schedule 14A on April 23, 2018 and is incorporated herein by reference.
On August 15, 2018, the Company issued a press release announcing the closing of the M&I asset sale reported in Item 2.01 herein and the CEO transition reported in Item 5.02 herein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma financial information.
Unaudited pro forma condensed financial information is filed as Exhibit 99.2 to this Form8-K and incorporated herein by reference.
(d) Exhibits.
