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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
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
I.R.S. EMPLOYER | ||||||||
STATE OR OTHER JURISDICTION OF | IDENTIFICATION | |||||||
NAME OF REGISTRANT | INCORPORATION OR 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 |
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS | ||||||||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
Exhibit 9.01(a) | ||||||||
Exhibit 9.01(b) |
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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
This Form 8-K/A is filed to amend the registrant’s Form 8-K filed on December 8, 2004 to include the financial statements required to be filed with that report.
Eagle-Picher Industries Europe B.V., a wholly-owned subsidiary of EaglePicher Incorporated (collectively “EaglePicher”) completed the acquisition of a 51.1% interest in EaglePicher Kokam Co., Ltd., formerly Kokam Engineering Co., Ltd. (“Kokam”), a Korean lithium-ion battery and battery equipment manufacturer based in Seoul, South Korea, on December 2, 2004. During the second quarter of 2004, we signed a share purchase agreement to buy 51.1% of the equity securities of Kokam from its majority shareholder. 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 agreement provides for an earn-out arrangement whereby the seller will receive ten times 1% of EBITDA (as defined in the share purchase agreement) for the first five years after closing with a maximum amount payable of approximately $14.8 million. Finally, we purchased an additional 15.98% of Kokam for approximately $5.5 million from other, minority shareholders during the third and fourth quarters of our 2004 fiscal year, and in the first quarter of 2005 bringing our total ownership percentage to 67.1%.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) | Financial statements of business acquired | |||
Attached hereto as Exhibit 9.01(a) | ||||
(b) | Pro forma financial information. | |||
Attached hereto as Exhibit 9.01(b) | ||||
(c) | Exhibits |
2.01(a)(1) | First Amended and Restated Share Purchase Agreement dated July 7, 2004 | |||
9.01(a) | Financial Statements of EaglePicher Kokam Co., Ltd. for the years ended December 31, 2002 and 2003. | |||
9.01(b) | EaglePicher Holdings, Inc. Unaudited Pro Forma Combining Condensed Financial Statements. |
(1) | Incorporated by reference from the Registrant’s Form 8-K filed on December 8, 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: February 16, 2005
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: February 16, 2005
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: February 16, 2005
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: February 16, 2005
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: February 16, 2005
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: February 16, 2005
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: February 16, 2005
EAGLEPICHER TECHNOLOGIES, LLC | ||||
By: | Shane Dryanski | |||
Name: | Shane Dryanski | |||
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: February 16, 2005
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: February 16, 2005
EAGLEPICHER PHARMACEUTICAL SERVICES, INC. | ||||
By: | Thomas R. Pilholski | |||
Name: | Thomas R. Pilholski | |||
Title: | Vice President |
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