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) May 25, 2001
------------
TRIPLE S PLASTICS, INC.
-----------------------
(Exact Name of Registrant as Specified in Charter)
Michigan 0-23474 38-1895876
-------- ------- ----------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
7950 Moorsbridge Road, Suite 200, Portage, Michigan 49024
---------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (616) 327-3417
--------------
ITEM 5. OTHER EVENTS.
New Merger Agreement
--------------------
On May 25, 2001, Triple S Plastics, Inc., a Michigan
corporation (the "Company"), Eimo Oyj, a Finnish corporation ("Eimo"),
and Spartan Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of Eimo ("Merger Sub"), reinstated and amended and restated
the Agreement and Plan of Merger among the parties which the Company
and Eimo had previously terminated in March 2001 (the original merger
agreement is hereinafter referred to as the "Original Merger
Agreement," and the reinstated merger agreement is hereinafter
referred to as the "New Merger Agreement"). Pursuant to the New
Merger Agreement, Merger Sub will merge with and into the Company (the
"Merger"), and the Company will become a wholly owned subsidiary of
Eimo. At the time of the Merger, each outstanding share of the
Company's common stock, no par value ("Company Shares"), will be
converted into 4.5 Series A ordinary shares of Eimo ("Eimo Shares").
After the Merger, shareholders of the Company will own approximately
31% of the outstanding Eimo Shares on a fully diluted basis.
The Eimo Shares to be issued in the Merger will be issued in
book-entry form and will be represented by American Depositary
Receipts ("ADRs"). Eimo will apply to list the ADRs on the Nasdaq
National Market and, if approved for listing, will maintain such
listing for at least three months after the Merger.
No fractional Eimo Shares will be issued in the Merger.
Instead, each Company shareholder who otherwise would receive a
fractional Eimo Share in the Merger will, in lieu of such fractional
share, receive a cash payment equal to the fraction of the Eimo Share
they would have received multiplied by $1.75.
The Merger is intended to constitute a tax-free
reorganization under the Internal Revenue Code of 1986, as amended,
and will be accounted for under the purchase method of accounting
under Finnish Accounting Standards. Consummation of the Merger is
subject to various conditions, including (i) the approval of the New
Merger Agreement by the Company's shareholders, (ii) the approval by
Eimo's shareholders of the New Merger Agreement, the issuance of Eimo
Shares in the Merger and certain other related matters, (iii) the
receipt of requisite regulatory approvals, if any, (iv) registration
of the Eimo Shares to be issued in the Merger under the Securities Act
of 1933, as amended, and (v) the satisfaction or waiver of certain
other conditions as more fully described in the New Merger Agreement.
The Company believes that the Merger will benefit the
Company's shareholders by, among other things, giving them the
opportunity to participate in the future growth and success of a
global manufacturing company better positioned to serve the mobile
communications industries and other high growth industries. The
2
Company's customers also will have access to more extensive global
services as well as the benefit of the combined expertise of Eimo's
decoration and automation technologies and the Company's state-of-the-
art injection molding and manufacturing efficiencies. In order to
facilitate the combination of certain of these technologies following
the Merger, Eimo has agreed in principle to license and transfer
various decoration and other advanced technologies to the Company
beginning in June 2001.
Shareholders' Agreements
------------------------
In connection with the execution of the New Merger
Agreement, Eimo and certain principal shareholders of the Company
agreed to reinstate, effective as of May 25, 2001, the Company
Shareholders' Agreement they had previously entered into in connection
with the execution of the Original Merger Agreement. Under that
agreement, those shareholders have agreed to vote their Company Shares
in favor of the approval of the New Merger Agreement. As of the date
of the reinstatement of the Company Shareholders' Agreement, those
shareholders beneficially owned, in the aggregate, more than 50% of
the outstanding Company Shares. The shareholders have also agreed to
certain restrictions relating to the disposition of their Company
Shares prior to the Merger.
In connection with the execution of the New Merger
Agreement, the Company and certain principal shareholders of Eimo also
agreed to reinstate, effective as of May 25, 2001, the Parent
Shareholders' Agreement they had previously entered into in connection
with the execution of the Original Merger Agreement. Under that
agreement, those shareholders have agreed to vote their Eimo shares in
favor of the approval of the New Merger Agreement and the issuance of
Eimo Shares in connection with the Merger. The shareholders have also
agreed to certain restrictions relating to the disposition of their
Eimo shares prior to the Merger.
Conversion Agreement
--------------------
In connection with the execution of the New Merger
Agreement, the Company and all of the holders of Eimo Series K shares
agreed to reinstate, effective as of May 25, 2001, the Conversion
Agreement they had previously entered into in connection with the
execution of the Original Merger Agreement. Pursuant to the
Conversion Agreement, all of the Eimo Series K shares, which have 20
votes per share, will be converted at the time of the Merger on a one-
for-one basis into Eimo Shares, which have one vote per share.
3
Liquidity and Registration Rights Agreement
-------------------------------------------
Certain principal shareholders of the Company and of Eimo
have agreed to reinstate the form of Liquidity and Registration Rights
Agreement they had previously agreed to in connection with the
execution of the Original Merger Agreement and to execute such
agreement prior to the Merger. Under that agreement, the Company
shareholders that are parties to the agreement will be granted certain
piggyback registration rights and co-sale and "tag-along" rights with
respect to the Eimo Shares they will receive in the Merger.
Employment Agreements
---------------------
In connection with the execution of the New Merger
Agreement, Chris Schauer, the Company's Chief Executive Officer and a
member of the Company's board of directors, entered into a six month
employment agreement with the Company that will become effective at
the time of the Merger. Dan Canavan, Chairman of the Company's board
of directors, and Vic Valentine, President of the Company and a member
of the Company's board of directors, also agreed to terminate the
employment agreements that they had previously entered into with the
Company in connection with the execution of the Original Merger
Agreement (which employment agreements had not yet become effective),
and agreed to resign from their positions as officers and directors of
the Company effective at the time of the Merger.
No Lock-Up Agreement
--------------------
In connection with the execution of the Original Merger
Agreement, certain principal shareholders of the Company entered into
a Lock-up Agreement with Eimo pursuant to which such shareholders
agreed to certain restrictions with respect to the disposition after
the Merger of the Eimo Shares and stock options to be received by them
in the Merger. Certain principal shareholders of Eimo were also
parties to the Lock-Up Agreement and also agreed to certain
restrictions on the transfer of their Eimo Shares after the Merger.
In connection with the execution of the New Merger Agreement, the
parties to the Lock-Up Agreement agreed not to reinstate the
previously terminated Lock-Up Agreement.
Settlement of Litigation
------------------------
In connection with the execution of the New Merger
Agreement, the parties have agreed to dismiss with prejudice Eimo's
lawsuit against the Company relating to the Original Merger Agreement
and the termination of that agreement, and the Company has agreed to
pay Eimo $105,000 in connection with the dismissal of the lawsuit.
The Company, Eimo and Merger Sub also entered into a Mutual Release
4
and Settlement Agreement in which certain other claims were released
by the parties.
Exhibits
--------
The Company and Eimo issued a joint press release on May 25,
2001 announcing the execution of the New Merger Agreement, a copy of
which press release is filed as Exhibit 99.1 hereto.
The foregoing summary of the New Merger Agreement, the
Company Shareholders' Agreement, the Parent Shareholders' Agreement,
the Conversion Agreement, the Liquidity and Registration Rights
Agreement, Mr. Schauer's Employment Agreement, the reinstatement
agreements and the press release is qualified in its entirety by
reference to the text of such documents, copies of which are filed or
incorporated by reference as exhibits hereto, and are incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Amended and Restated Agreement and Plan of Merger,
dated as of May 25, 2001, among Triple S Plastics,
Inc., Eimo Oyj, and Spartan Acquisition Corp.
10.1 Reinstatement of Company Shareholders' Agreement,
dated as of May 25, 2001, by and among Eimo Oyj,
Spartan Acquisition Corp., Daniel B. Canavan, A.
Christian Schauer, Victor V. Valentine, Jr., and
David L. Stewart.
10.2 Company Shareholders' Agreement, dated as of July 13,
2000, by and among Eimo Oyj, Spartan Acquisition
Corp., Daniel B. Canavan, A. Christian Schauer,
Victor V. Valentine, Jr., and David L. Stewart.
(Incorporated by reference to Exhibit 10.4 to the
Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 19, 2000
(the "July 2000 Form 8-K").
10.3 Reinstatement of Parent Shareholders' Agreement,
dated as of May 25, 2001, by and among Triple S
Plastics, Inc., Jalo Paananen, Elmar Paananen,
Annamari Jukko and Topi Paananen.
10.4 Parent Shareholders' Agreement, dated as of May 25,
2001, by and among Triple S Plastics, Inc., Jalo
Paananen, Elmar Paananen, Annamari Jukko and Topi
5
Paananen. (Incorporated by reference to Exhibit 10.5
to the July 2000 Form 8-K).
10.5 Reinstatement of Conversion Agreement, dated as of
May 25, 2001, by and among Jalo Paananen, Elmar
Paananen, Annamari Jukko, Topi Paananen, Eimo Oyj and
Triple S Plastics, Inc.
10.6 Conversion Agreement, dated as of May 25, 2001, by
and among Jalo Paananen, Elmar Paananen, Annamari
Jukko, Topi Paananen, Eimo Oyj and Triple S Plastics,
Inc. (Incorporated by reference to Exhibit 10.1 to
the July 2000 Form 8-K).
10.7 Form of Liquidity and Registration Rights Agreements,
to be entered into by and among Eimo Oyj, Jalo
Paananen, Elmar Paananen, Annamari Jukko, Topi
Paananen, Daniel B. Canavan, Albert C. Schauer, and
Victor V. Valentine, Jr.
10.8 Employment Agreement, dated as of May 25, 2001,
between A. Christian Schauer and Triple S Plastics,
Inc.
99.1 Press Release dated May 25, 2001 jointly issued by
Eimo Oyj and Triple S Plastics, Inc.
6
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.
TRIPLE S PLASTICS, INC.
(Registrant)
Date: June 4, 2001 By: /s/ Catherine A. Taylor
--------------------------------
Name: Catherine A. Taylor
Title: Treasurer and Corporate
Controller
7
EXHIBIT INDEX
-------------
Exhibit
No. Description
------- -----------
2.1 Amended and Restated Agreement and Plan of Merger,
dated as of May 25, 2001, among Triple S Plastics,
Inc., Eimo Oyj, and Spartan Acquisition Corp.
10.1 Reinstatement of Company Shareholders' Agreement, dated
as of May 25, 2001, by and among Eimo Oyj, Spartan
Acquisition Corp., Daniel B. Canavan, A. Christian
Schauer, Victor V. Valentine, Jr., and David L.
Stewart.
10.2 Company Shareholders' Agreement, dated as of July 13,
2000, by and among Eimo Oyj, Spartan Acquisition Corp.,
Daniel B. Canavan, A. Christian Schauer, Victor V.
Valentine, Jr., and David L. Stewart. (Incorporated by
reference to Exhibit 10.4 to the Company's Current
Report on Form 8-K filed with the Securities and
Exchange Commission on July 19, 2000 (the "July 2000
Form 8-K")).
10.3 Reinstatement of Parent Shareholders' Agreement, dated
as of May 25, 2001, by and among Triple S Plastics,
Inc., Jalo Paananen, Elmar Paananen, Annamari Jukko and
Topi Paananen.
10.4 Parent Shareholders' Agreement, dated as of May 25,
2001, by and among Triple S Plastics, Inc., Jalo
Paananen, Elmar Paananen, Annamari Jukko and Topi
Paananen. (Incorporated by reference to Exhibit 10.5 to
the July 2000 Form 8-K).
10.5 Reinstatement of Conversion Agreement, dated as of May
25, 2001, by and among Jalo Paananen, Elmar Paananen,
Annamari Jukko, Topi Paananen, Eimo Oyj and Triple S
Plastics, Inc.
10.6 Conversion Agreement, dated as of May 25, 2001, by and
among Jalo Paananen, Elmar Paananen, Annamari Jukko,
Topi Paananen, Eimo Oyj and Triple S Plastics, Inc.
(Incorporated by reference to Exhibit 10.1 to the July
2000 Form 8-K).
10.7 Form of Liquidity and Registration Rights Agreements,
to be entered into by and among Eimo Oyj, Jalo
Paananen, Elmar Paananen, Annamari Jukko, Topi
8
Paananen, Daniel B. Canavan, Albert C. Schauer, and
Victor V. Valentine, Jr.
10.8 Employment Agreement, dated as of May 25, 2001, between
A. Christian Schauer and Triple S Plastics, Inc.
99.1 Press Release dated May 25, 2001 jointly issued by Eimo
Oyj and Triple S Plastics, Inc.
9