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) JANUARY 14, 2000
UFP TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
1-12648 04-2314970
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(Commission File Number) (I.R.S. Employer Identification No.)
172 East Main Street, Georgetown, MA 01833
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(Address of Principal Executive Offices) (Zip Code)
(978) 352-2200
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On January 14, 2000, the Registrant acquired 100% of the issued and
outstanding shares of capital stock of Simco Industries, Inc. ("Simco"). The
aggregate purchase price for the stock of Simco consisted of approximately
$5,838,000 in cash, subject to adjustment pending the completion of a
post-closing review of the assets of Simco, and up to an additional $1,500,000
in cash to be paid in the event certain performance criteria are met during a
twenty-four month earnout period (the "Purchase Price"). The entire Purchase
Price was paid using the proceeds of financing obtained through Citizens Bank.
The terms of the stock purchase are more fully described in the Stock
Purchase Agreement dated as of January 14, 2000 (the "Stock Purchase
Agreement"), by and among the Registrant, Simco and Louis Simon, individually
and as trustee; David L. Simon, individually and as trustee; and Lisa L. Fuller,
as trustee (together the "Selling Stockholders"). Under the Stock Purchase
Agreement, $450,000 of the Purchase Price is being held in escrow as security
for claims for indemnification by the Registrant against the Selling
Stockholders. The terms of this transaction and the consideration received by
the Selling Stockholders were as a result of arm's length negotiations between
representatives of Simco, the Selling Stockholders and the Registrant.
ITEM 7. EXHIBITS.
2.01 Stock Purchase Agreement dated January 14, 2000, relating to
the acquisition of the stock of Simco Industries, Inc., by the
registrant.
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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.
UFP TECHNOLOGIES, INC.
Date: January 28, 2000 By: /s/ Ronald J. Lataille
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Ronald J. Lataille
VICE PRESIDENT, TREASURER AND
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
Exhibit No. Description
2.01 Stock Purchase Agreement dated January 14, 2000, relating to
the acquisition of the stock of Simco Industries, Inc., by the
registrant.