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): June 30, 2006
Commission File Number | Exact name of registrant as specified in its charter, Principal Office Address and Telephone Number | State of Incorporation | I.R.S. Employer Identification No. | |||
| 333-124154 | Stanadyne Holdings, Inc. 92 Deerfield Road Windsor, CT 06095 (860) 525-0821 | Delaware | 20-1398860 | |||
| 333-45823 | Stanadyne Corporation 92 Deerfield Road Windsor, CT 06095 (860) 525-0821 | Delaware | 22-2940378 | |||
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):
| ¨ | 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 June 30, 2006, Stanadyne Corporation issued a press release announcing that it has entered into a definitive agreement to sell its wholly-owned subsidiary, Precision Engine Products Corp., to GT Technologies, a part of GenTek Inc. (NASDAQ: GETI) of Parsippany, NJ. The agreement covers the acquisition of the U.S.-based assets of Precision Engine Products Corp. and all of the stock of its wholly-owned subsidiary in Brazil, Precision Engine Products, Ltda. The transaction is valued at $25 million in cash, with an additional potential for $10 million based on the achievement of certain performance levels during the twelve months following the sale. A copy of the press release is furnished herewith as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit 99.1 Press Release issued by Stanadyne Corporation dated as of June 30, 2006.
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.
| Stanadyne Holdings, Inc. | ||||
| (Registrant) | ||||
| Date: July 5, 2006 | By: | /s/ STEPHEN S. LANGIN | ||
| Stephen S. Langin | ||||
| Chief Financial Officer | ||||
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.
| Stanadyne Corporation | ||||
| (Registrant) | ||||
| Date: July 5, 2006 | By: | /s/ STEPHEN S. LANGIN | ||
| Stephen S. Langin | ||||
| Vice President and | ||||
| Chief Financial Officer | ||||
Exhibit Index
| Exhibit | Description | |
| 99.1 | Press release issued by Stanadyne Corporation dated as of June 30, 2006. |
