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): June 16, 2004
METALLURG, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-42141 13-1661467
- ------------------------------- ------------------------ ----------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation) No.)
6 East 43rd Street
New York, New York 10017
(Address of Principal Executive Offices)
(212) 835-0200
(Registrant's Telephone Number, Including Area Code)
ITEM 5. OTHER EVENTS
On June 16, 2004, Metallurg, Inc. ("Metallurg"), filed with the
Securities and Exchange Commission (the "SEC") its Annual Report on Form 10-K
for the year ended December 31, 2003 (the "2003 10-K") and its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2004 (the "First Quarter 10-Q"). As
previously announced, Metallurg had delayed the filing of its 2003 10-K and
First Quarter 10-Q beyond the due dates required by the indenture governing its
11% Senior Notes due 2007 (the "Senior Notes"), with each delay resulting in a
default under the Senior Notes indenture. The filing of the 2003 10-K and First
Quarter 10-Q with the SEC has cured such defaults by Metallurg.
Separately, on June 16, 2004, Metallurg Holdings, Inc. (the "Company"),
Metallurg's parent entity, filed with the SEC its Annual Report on Form 10-K for
the year ended December 31, 2003 and its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2004. As previously announced, the Company had delayed
the filing of its 2003 Annual Report on Form 10-K and Quarterly Report on Form
10-Q for the quarter ended March 31, 2004 beyond the due dates required by the
indenture governing its 12 3/4% Senior Notes due 2008 (the "Senior Discount
Notes"), with each delay resulting in a default under the Senior Discount Notes
indenture. Such defaults have now been cured by the Company as a result of its
June 16, 2004 SEC filings.
As announced on June 1, 2004, Metallurg did not make the $5.5 million
semi-annual interest payment due on June 1, 2004 in respect of its Senior Notes.
Such payment still has not been made and, under the terms of the indenture
governing the Senior Notes, Metallurg's failure to make the interest payment may
be cured within 30 days of June 1, 2004. If such payment default is not cured
within the 30-day grace period, an event of default will occur in respect of the
Senior Notes as well as under Metallurg's revolving credit facility with Fleet
National Bank (the "Fleet Credit Facility"). In addition, in the event that the
maturity of the Senior Notes or the Fleet Credit Facility is accelerated as a
result of such an event of default, an event of default will occur under the
Senior Discount Notes. As all of Metallurg's outstanding common stock has been
pledged as collateral for the Company's obligations under the Senior Discount
Notes, if Metallurg is unable to make its interest payments when due, it could
lead to a foreclosure on Metallurg's common stock.
Finally, as previously announced, Metallurg has retained Compass
Advisers, LLP, as financial advisors, and Paul, Weiss, Rifkind, Wharton &
Garrison, LLP, as legal counsel, to assist Metallurg in analyzing and evaluating
possible transactions for the principal purposes of refinancing the Fleet Credit
Facility (which is scheduled to mature on October 29, 2004) and restructuring
its balance sheet. Metallurg is engaged in negotiations with potential lenders
regarding a refinancing of the Fleet Credit Facility. Metallurg neither
expresses any opinion nor gives any assurances whatsoever regarding whether,
when, or on what terms it will be able to refinance the Fleet Credit Facility or
complete any broader restructuring of its balance sheet. Management believes
that the refinancing and restructuring of the Fleet Credit Facility and balance
sheet is essential to the long-term viability of Metallurg. If Metallurg is not
able to reach agreements that favorably resolve the issues described in this
filing, Metallurg likely will not have adequate liquidity to enable it to make
the interest payments required with respect to its Senior Notes or to repay the
Fleet Credit Facility. In such event, Metallurg may have to resort to certain
other measures to resolve its liquidity issues, including ultimately seeking the
protection afforded under the United States Bankruptcy Code. Furthermore, any
negotiated refinancing of the Fleet Credit Facility or negotiated restructuring
of Metallurg's balance sheet may require that Metallurg seek the protection
afforded under the reorganization provisions of the United States Bankruptcy
Code.
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Cautionary Statement Regarding Forward-Looking Statements
This filing on Form 8-K contains certain forward-looking statements for
purposes of the safe harbor provisions of The Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve risks and
uncertainties, including in particular those regarding Metallurg's ability to
meet its debt service obligations, to restructure its balance sheet and to
continue as a going concern and the possibility that lenders to the Company
could foreclose on Metallurg's common stock. Other factors that could cause or
contribute to such risks and uncertainties include, but are not limited to, the
ability of the Company to make the interest payments on its Senior Discount
Notes, Metallurg's ability to refinance its revolving credit facility, make
interest payments on its Senior Notes, or complete a restructuring of its
balance sheet on favorable terms, if at all, changes in general economic and
business conditions, increased competition, reductions in customer demand,
changes in technology and methods of marketing, and various other factors beyond
Metallurg's control. These risks and uncertainties further include, but are not
limited to, such factors as are described in the reports filed from time to time
by Metallurg on Securities and Exchange Commission forms, including its most
recently filed reports on Form 8-K (dated March 23, 2004, April 14, 2004, May
26, 2004 and June 1, 2004), its 2003 10-K and First Quarter 10-Q. Metallurg is
not under, and expressly disclaims, any obligation to update the information
contained in this filing for any future events, including changes in its cash
balances or other events affecting Metallurg's liquidity or financial position.
New risk factors emerge from time to time and it is not possible for Metallurg
to predict all such risk factors, nor can Metallurg assess the impact of all
such risk factors on Metallurg's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
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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.
METALLURG, INC.
By: /s/ Barry C. Nuss
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Name: Barry C. Nuss
Title: Senior Vice President &
Chief Financial Officer
Dated: June 16, 2004
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