UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) November 7, 2005
U.S. Can Corporation
(Exact name of registrant as specified in its charter)
Delaware 333-53276 06-1094196
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
700 East Butterfield Road, Suite 250, Lombard, IL 60148
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 678-8000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneous 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 13e04(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On November 7, 2005, the Company, through its subsidiary U.S.C. Europe Netherlands B.V., acquired the remaining 63.5% equity
interests of Formametal, S.A. ("Formametal"), an aerosol can manufacturer in Argentina, making Formametal a wholly owned subsidiary
of the Company. The Company purchased its initial 36.5% interest in Formametal in 1998. Pursuant to the Stock Purchase Agreement,
the purchase price paid at closing for the transaction was approximately $5.0 million, with additional contingent payments subject to
the achievement by Formametal of the following earnings targets through 2007:
o Payment of $2.5 million by January 31, 2006, provided Formametal's Consolidated EBITDA for the calendar year 2005, after the
deduction of certain payments, is not less than $3.0 million, plus:
o Payment of $1.25 million by March 31, 2007, provided Formametal's Consolidated EBITDA for the calendar year 2006, after the
deduction of certain payments, is not less than $3.0 million, provided further that if Formametal's Consolidated EBITDA for
the calendar year 2006 exceeds $5.5 million, the Company shall pay to the Sellers an amount equal to 20% on the amount in
excess of $5.5 million, plus:
o Payment by March 31, 2008, 20% of any excess over $5.5 million of Formametal's Consolidated EBITDA for calendar year 2007.
In addition, subject to his continuing employment at Formametal through calendar year 2007, the Company will pay the selling
majority shareholder up to $0.4 million. These payments will be expensed by the Company as incurred.
The acquisition will be accounted for using the purchase method as required by SFAS No. 141, Business Combinations. The
purchase price will be allocated to the underlying assets and liabilities based on their estimated fair values. The Company is still
in the process of determining the amount of goodwill, if any, from the purchase. Any required contingency payments would further
increase the purchase price and goodwill at the time the payments are made. The Company financed the transaction with proceeds from
its revolving credit facility. Over the past twelve months, Formametal had revenue of approximately $25.0 million and net income of
approximately $1.4 million.
Item 2.02 Results of Operations and Financial Condition
On November 14, 2005, the Company released its results for the quarterly period ended October 2, 2005. The information
regarding the third quarter of 2005, as well as information regarding the use of non-GAAP financial measures, is set forth in the
attached press release, which is attached hereto as Exhibit 99.1.
The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this
Current Report shall not be incorporated by reference into any registration statement or other documents filed pursuant to the
Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. __________________________________Description of Exhibits________________________________
99.1 Press Release dated November 14, 2005.
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.
By /s/ Michael M. Rajkovic
Name: Michael M. Rajkovic
Title: Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: November 14, 2005
EXHIBIT INDEX
Exhibit No. __________________________________Description of Exhibits________________________________
99.1 Press Release dated November 14, 2005.
US Can Inactive
Filed: 14 Nov 05, 12:00am