UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 27, 2004
MEDSOURCE TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-49702 52-2094496
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(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
110 Cheshire Lane, Suite 100, Minneapolis, MN 55305
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(Address of Principal Executive Offices) (Zip Code)
(952) 807-1234
Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS.
On April 27, 2004, MedSource Technologies Inc., a Delaware corporation
("MedSource"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Medical Device Manufacturing, Inc., a Colorado corporation and
wholly owned subsidiary of UTI Corporation, a Maryland corporation
("Purchaser"), and Pine Merger Corporation, a Delaware corporation and
wholly-owned subsidiary of Purchaser ("Merger Sub"), pursuant to which Merger
Sub will merge with and into MedSource, with MedSource being the surviving
corporation (the "Merger") and becoming a wholly-owned subsidiary of Purchaser.
The Merger is conditioned upon, among other things, the approval of the merger
by MedSource's stockholders, any required antitrust clearance and the receipt by
Purchaser of the proceeds contemplated by financing commitments. The foregoing
description of the Merger does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Merger Agreement, which is
filed as Exhibit 2.1 hereto and is incorporated herein by reference. Certain
MedSource stockholders, who collectively own approximately 25% of the
outstanding shares of MedSource's common stock have agreed to vote their shares
in favor of the Merger. A form of the Voting Agreement is filed as Exhibit 2.2.
hereto and is incorporated herein by reference.
MedSource issued a press release dated April 28, 2004 (the "Press
Release"), which is attached as Exhibit 99.1 hereto and incorporated herein by
reference, announcing the execution of the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
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2.1 Agreement and Plan of Merger dated as of April 27, 2004, by and
among MedSource Technologies Inc., Medical Device Manufacturing,
Inc. and Pine Merger Corporation.
2.2 Form of Voting Agreement.
99.1 Press Release of the Registrant dated April 28, 2004.
ITEM 12. RESULTS OF OPERATION AND FINANCIAL CONDITION.
The Press Release also announced MedSource's results of operations for its
fiscal third quarter ended March 28, 2004.
The information under Item 12 of this Current Report Form 8-K, including
Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes of
Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as expressly
set forth by specific reference in such filing.
SIGNATURE
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.
Date: April 27, 2004
MEDSOURCE TECHNOLOGIES, INC.
By: /s/ William J. Kullback
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William J. Kullback
Senior Vice President - Finance
and Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of April 27, 2004,
by and among MedSource Technologies Inc., Medical Device
Manufacturing, Inc. and Pine Merger Corporation.
2.2 Form of Voting Agreement.
99.1 Press Release of the Registrant dated April 28, 2004.