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): JULY 23, 2003
PRAB, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 0-10187 38-1654849
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
5944 EAST KILGORE ROAD, P.O. BOX 2121, KALAMAZOO, MICHIGAN 49003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (269) 382-8200
ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.
On July 23, 2003, Prab, Inc., a Michigan corporation ("Prab") issued a press
release regarding receipt of a proposal to take Prab private. Prab hereby
incorporates by reference herein the information set forth in its Press Release
dated July 23, 2003, a copy of which is annexed hereto as Exhibit 99.1, and the
proposal letter from an entity owned by Gary A. Herder and E.A. (Ned) Thompson,
a copy of which is annexed hereto as Exhibit 99.2.
INVESTOR NOTICE
If Prab proceeds with the proposed merger, then it will file with the SEC a
proxy statement and other relevant documents concerning the merger. Investors of
Prab are urged to read the proxy statement when and if filed and any other
relevant documents filed with the SEC because they will contain important
information. You will be able to obtain the documents free of charge at the
website maintained by the SEC at www.sec.gov. In addition, you may obtain
documents filed with the SEC by Prab free of charge by requesting them in
writing from Robert W. Klinge at Prab, Inc., 5944 East Kilgore Road, P.O. Box
2121, Kalamazoo, Michigan 49003 or by telephone at (269) 382-8200.
Prab, its directors and executive officers and certain of their employees and
the investor group described previously may be deemed to be participants in the
solicitation of proxies from the shareholders of Prab in connection with the
merger, if consummated. These participants may have interests in the merger, if
consummated, including interests resulting from holding options or shares of
Prab common stock. Information about the interests of directors and executive
officers of Prab, the investor group, and their ownership of securities of Prab
will be set forth in the proxy statement, when and if filed.
Investors should read the proxy statement carefully when and if it becomes
available before making any voting or investment decision.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
2
(c) Exhibits.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
99.1 Press Release dated July 23, 2003.
99.2 Proposal Letter dated July 23, 2003.
3
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.
PRAB, INC.
(Registrant)
Date: July 23, 2003 /s/ Gary A. Herder
------------------------------------------
Gary A. Herder, Chief Executive Officer
S-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT ON FORM 8-K
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 23, 2003
INDEX TO EXHIBITS
&
EXHIBITS
PRAB, INC.
(A MICHIGAN CORPORATION)
5944 EAST KILGORE ROAD, P.O. BOX 2121
KALAMAZOO, MICHIGAN 49003
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
99.1 Press Release dated July 23, 2003.
99.2 Proposal Letter dated July 23, 2003.
E-1