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 AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): May 26, 2004
CUNO INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
000-21109 06-1159240
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(Commission File Number) (IRS Employer Identification No.)
400 Research Parkway
MERIDEN, CONNECTICUT 06450
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(Address of principal executive offices) (Zip Code)
(203) 237-5541
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
FORWARD LOOKING INFORMATION
The Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company's
future prospects and make informed investment decisions. Also, we want to
provide stockholders and investors with more meaningful and useful information
and, therefore, this report may describe our beliefs regarding business
conditions and the outlook for the Company, which reflects currently available
information. These forward looking statements are subject to risks and
uncertainties which, as described in the Company's reports filed with the
Securities and Exchange Commission, could cause the Company's actual results or
performance to differ materially from those expressed herein. The Company
assumes no obligation to update the information contained in this report.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events
On May 26, 2004 CUNO Incorporated announced that it has entered into a
definitive merger agreement to acquire WTC Industries (WTC). WTC, through its
PentaPure Operating subsidiary, manufactures water filtration systems and
replacement filter cartridges for point-of-use water filtration systems. WTC is
based in Eagan, MN and currently employes approximately 220 people. Under the
terms of the transaction, WTC stockholders will receive $39.87 in cash for each
WTC share outstanding. WTC option and warrant holders will receive a cash
payment based on the difference between $39.87 per share and the exercise price
of their options and warrants. CUNO will assume WTC's outstanding debt of
approximately $9.5 million resulting in a total transaction value of
approximately $110 million. This transaction is subject to the affirmative vote
of WTC's shareholders as well as the satisfaction of customary conditions and
applicable regulatory approvals and is expected to be completed during the third
quarter of CUNO's 2004 fiscal year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable
(c) Exhibits
99.1 Agreement and Plan of Merger, dated as of May 26, 2004, among
CUNO Incorporated, Minnie Acquisition Inc. and WTC Industries,
Inc.
99.2 Press Release issued May 26, 2004
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ITEM 9. REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99.2 is the text of CUNO Incorporated's announcement
regarding the definitive merger agreement to acquire WTC Industries (WTC).
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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.
Date May 26, 2004
CUNO Incorporated
By /s/ Mark G. Kachur
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Mark G. Kachur
Chairman of the Board of Directors,
President and Chief Executive Officer
By /s/ Frederick C. Flynn, Jr.
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Frederick C. Flynn, Jr.
Senior Vice President -
Finance and Administration,
Chief Financial Officer,
and Assistant Secretary
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CUNO INCORPORATED
EXHIBIT INDEX
Exhibit Number Description
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99.1 Agreement and Plan of Merger, dated as of May 26, 2004, among CUNO
Incorporated, Minnie Acquisition Inc. and WTC Industries, Inc.
99.2 Press Release issued May 26, 2004
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