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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 2, 2004
(Commission File Number)333-49957-01
EaglePicher Holdings, Inc.
Delaware | 13-3989553 | |
(State of incorporation) | (I.R.S. Employer | |
Identification Number) |
3402 East University Drive
Phoenix, Arizona 85034
(Address of Registrant’s principal executive office)
(602) 794-9600
(Registrant’s telephone number)
TABLE OF ADDITIONAL REGISTRANTS
STATE OR OTHER | ||||
JURISDICTION OF | I.R.S. EMPLOYER | |||
INCORPORATION OR | IDENTIFICATION | |||
NAME OF REGISTRANT | ORGANIZATION | NUMBER | ||
EaglePicher Incorporated | Ohio | 31-0268670 | ||
Carpenter Enterprises, Inc. | Michigan | 38-2752092 | ||
Daisy Parts, Inc. | Michigan | 38-1406772 | ||
Eagle-Picher Far East, Inc. | Delaware | 31-1235685 | ||
EaglePicher Filtration & Minerals, Inc. | Nevada | 31-1188662 | ||
EaglePicher Technologies, LLC | Delaware | 31-1587660 | ||
EaglePicher Automotive, Inc. | Michigan | 38-0946293 | ||
EaglePicher Pharmaceutical Services, LLC | Delaware | 74-3071334 |
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS | ||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
SIGNATURES | ||||||||
EX-2.01(a) |
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
EaglePicher Holdings, Inc. completed the acquisition of a 51.1% interest in Kokam Engineering Co., Ltd., a Korean battery and battery equipment manufacturer on December 2, 2004. During the second quarter of 2004, we signed a share purchase agreement to buy 51% of the equity securities of Kokam Engineering Ltd. (“Kokam”) from its majority shareholder. Kokam is a lithium-ion battery manufacturer based in Seoul, South Korea. Under the provisions of this agreement, we paid $1.0 million in July 2004 as a good-faith non-refundable fee toward the total purchase price of approximately $6.2 million for the shares and paid the remainder on December 2, 2004. In addition, the purchase price provides for an earn-out arrangement where the seller will receive ten times 1% of EBITDA (as defined in the share purchase agreement attached hereto as Exhibit 2.01(a)) for the first five years after closing with a maximum amount payable of approximately $14.8 million. Finally, we purchased or entered into contracts to purchase an additional 15.98% of Kokam for approximately $5.5 million during the third and fourth quarters bringing our total ownership percentage to 67.08%.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) | To be filed by amendment | |||
(b) | To be filed by amendment | |||
(c) | Exhibits |
2.01(a) First Amended and Restated Share Purchase Agreement dated July 7, 2004
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER HOLDINGS, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Senior Vice President and Chief Financial Officer |
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER INCORPORATED | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Senior Vice President and Chief Financial Officer |
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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 hereunto duly authorized.
Date: December 8, 2004
CARPENTER ENTERPRISES, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Senior Vice President and Chief Financial Officer |
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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 hereunto duly authorized.
Date: December 8, 2004
DAISY PARTS, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Vice President |
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER FAR EAST, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Vice President |
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER FILTRATION & MINERALS, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Vice President |
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER TECHNOLOGIES, LLC | ||||
By: | Bradley J. Waters | |||
Name: Bradley J. Waters | ||||
Title: Vice President and Chief Financial Officer |
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER AUTOMOTIVE, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Vice President |
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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 hereunto duly authorized.
Date: December 8, 2004
EAGLEPICHER PHARMACEUTICAL SERVICES, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: Thomas R. Pilholski | ||||
Title: Vice President |
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