UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 25, 2005
REMY INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| | | | |
| Delaware | | 1-13683 | | 35-1909253 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | |
2902 Enterprise Drive Anderson, Indiana | | 46013 |
| (Address of principal executive offices) | | (Zip Code) |
(765) 778-6499
(Registrant’s Telephone Number, Including Area Code)
DELCO REMY INTERNATIONAL, INC.
(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:
| ¨ | 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 - Entry into a Material Definitive Agreement.
On February 25, 2005, Remy International, Inc., (the “Company”), signed a definitive purchase agreement to acquire substantially all of the assets and assume certain liabilities of Unit Parts Company (“UPC.”) which has five major facilities located in North America. The purchase price consists of approximately $55 million in cash, the assumption of certain liabilities and a contingent earn out to be paid over a four year period if incremental financial performance objectives above the current performance of the combined electrical aftermarket business are attained.
The Company intends to fund this acquisition with cash on hand and borrowings available under its existing revolving credit facility.
The purchase agreement contains representations, warranties, covenants and indemnities that are common to acquisitions of this kind. Although the acquisition is expected to close during the first quarter of 2005, the transaction is subject to a number of closing conditions and there can be no assurance that the acquisition will be completed.
Item 8.01. Other Events.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
Item 9.01 - Financial Statements and Exhibits.
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| 99.1 | | Press Release of the Company dated on February 28, 2005. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: February 28, 2005 | | REMY INTERNATIONAL, INC. |
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| | | By: | | /s/ Rajesh K. Shah
|
| | | Name: | | Rajesh K. Shah |
| | | Title: | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No.
| | Description
|
| 99.1 | | Press Release of the Company dated on February 28, 2005. |
