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) February 3, 2001
TRIPLE S PLASTICS, INC.
(Exact Name of Registrant as Specified in Charter)
Michigan 0-23474 38-1895876
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
7950 Moorsbridge Road, Suite 200, Portage, Michigan 49024
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (616) 327-3417
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ITEM 5. OTHER EVENTS.
On February 3, 2001, Triple S Plastics, Inc., a Michigan
corporation (the "Company"), entered into Amendment No. 1 (the "Merger
Agreement Amendment") to its Agreement and Plan of Merger (as amended,
the "Merger Agreement") with Eimo Oyj, a Finnish corporation ("Eimo"),
and Spartan Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Eimo ("Merger Sub"), providing for the merger (the
"Merger") of Merger Sub with and into the Company. In the Merger,
each share of the Company's common stock (a "Company Share") will be
converted into the right to receive Series A ordinary shares of Eimo
("Eimo Shares"). The Merger Agreement Amendment provides for (i) the
establishment of a fixed exchange ratio for the number of Series A
ordinary shares of Eimo ("Eimo Shares") issuable in the merger, (ii) a
change to the previously agreed composition of the Eimo board of
directors, and (iii) an extension of the merger agreement termination
date.
Under the terms of the Merger Agreement Amendment, the
exchange ratio pursuant to which Company Shares will be exchanged for
Eimo Shares in the merger has been fixed at 6.45, so that each Company
Share surrendered in the merger will receive in exchange therefor 6.45
Eimo Shares. The Eimo Shares will be issued to the Company's
shareholders in book-entry form and will be represented by American
Depositary Receipts. Prior to the Merger Agreement Amendment, the
Merger Agreement had provided for a floating exchange ratio based on
the weighted average trading price for Eimo Shares for a period prior
to the completion of the merger. The fixed exchange ratio provided
for in the Merger Agreement Amendment will result in Triple S
shareholders and option holders receiving approximately 39% of the
outstanding shares of Eimo in the merger on a fully diluted basis.
The Merger Agreement Amendment also provides that Eimo will
recommend to its shareholders at Eimo's extraordinary general meeting
of shareholders, which will be convened to approve, among other
things, the Merger Agreement, that such shareholders elect the
following persons to serve as members of the Eimo board of directors:
A. Christian Schauer (the Chief Executive Officer and a director of
the Company); Daniel B. Canavan (the Chairman of the board of
directors of the Company); and Evan C. Harter (a director of the
Company). Certain of Eimo's principal shareholders have entered into
a shareholders' agreement with the Company pursuant to which they have
agreed, among other things, to vote for the election of these persons
to Eimo's board of directors at Eimo's extraordinary general meeting
of shareholders. As regards the current Eimo directors, Jalo Paananen
is expected to continue as Chairman of the board of directors
following the merger, and Markku Sulonen and Elmar Paananen will
resign as directors at Eimo's extraordinary general meeting of
shareholders, which will result in a total of seven members serving on
Eimo's board of directors immediately following the completion of the
merger.
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Finally, the Merger Agreement Amendment extended the date by
which the Merger must be completed from February 28, 2001 to June 30,
2001. The Merger is subject to approval by the shareholders of Triple
S and Eimo, and will be presented for approval at shareholders'
meetings of both companies. The parties expect to complete the Merger
prior to the end of the first calendar quarter of 2001. As previously
announced, the Merger is intended to be tax free to the Triple S
shareholders and is intended to be accounted for as a pooling-of-
interests under Finnish Accounting Standards. A copy of the Merger
Agreement Amendment is filed as Exhibit 2.1 hereto.
Concurrently with the execution of the Merger Agreement
Amendment, Eimo and certain principal shareholders of the Company and
Eimo entered into Amendment No. 1 (the "Lock-up Amendment") to the
Lock-up Agreement between Eimo and such shareholders (as amended, the
"Lock-up Agreement"). Pursuant to the Lock-up Amendment, the parties
have agreed that the Lock-up Agreement will only limit the sale of 50%
of the relevant shares owned by each shareholder who is a party to the
agreement. The Lock-up Amendment also provides that the term of the
Lock-up Agreement will only extend one year after the completion of
the Merger. A copy of the Lock-Up Amendment is filed as Exhibit 10.1
hereto.
The Company and Eimo issued a joint press release on
February 5, 2001 announcing the Merger Agreement Amendment and the
Lock-up Amendment, a copy of which is filed as Exhibit 99.1 hereto.
The foregoing summary of the Merger Agreement Amendment and
the Lock-up Amendment, and the press release relating thereto, is
qualified in its entirety by reference to the text of such documents,
copies of which are filed as exhibits hereto and are incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Amendment No. 1 to the Agreement and Plan of Merger,
dated as of February 3, 2001, among Triple S Plastics,
Inc., Eimo Oyj, and Spartan Acquisition Corp.
10.1 Amendment No. 1 to the Lock-Up Agreement, dated as of
February 3, 2001, by and among Jalo Paananen, Elmar
Paananen, Annamari Jukko, Topi Paananen, Daniel B.
Canavan, Albert C. Schauer, Victor V. Valentine, Jr.,
and Eimo Oyj.
99.1 Press Release, dated February 5, 2001, jointly issued
by Eimo Oyj and Triple S Plastics, Inc.
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SIGNATURES
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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.
TRIPLE S PLASTICS, INC.
(Registrant)
Date: February 5, 2001 By: /s/ Daniel B. Canavan
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Name: Daniel B. Canavan
Title: Chariman of the Board of
Directors
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Amendment No. 1 to the Agreement and Plan of Merger, dated
as of February 3, 2001, among Triple S Plastics, Inc., Eimo
Oyj, and Spartan Acquisition Corp.
10.1 Amendment No. 1 to the Lock-Up Agreement, dated as of
February 3, 2001, by and among Jalo Paananen, Elmar
Paananen, Annamari Jukko, Topi Paananen, Daniel B. Canavan,
Albert C. Schauer, Victor V. Valentine, Jr., and Eimo Oyj.
99.1 Press Release, dated February 5, 2001, jointly issued by
Eimo Oyj and Triple S Plastics, Inc.
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