Filed Pursuant to Rule 424(b)(3)
Registration Number 333-119363
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 2, 2006)
AUTOCAM CORPORATION
10.875% SENIOR SUBORDINATED NOTES DUE 2014
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Attached hereto and incorporated by reference herein is our Current
Report on Form 8-K dated December 15, 2006. This Prospectus Supplement is not
complete without, and may not be delivered or utilized except in connection
with, the Prospectus, dated May 2, 2006, with respect to the 10.875% Senior
Subordinated Notes Due 2014, including any amendments or supplements thereto.
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INVESTING IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 8 OF THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH AN INVESTMENT IN THE
NOTES.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these notes or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
This prospectus has been prepared for and will be used by Goldman,
Sachs & Co. in connection with offers and sales of the notes in market-making
transactions. These transactions may occur in the open market or may be
privately negotiated, at prices related to prevailing market prices at the time
of sale or at negotiated prices. Goldman, Sachs & Co. may act as principal or
agent in these transactions. We will not receive any of the proceeds of such
sales.
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GOLDMAN, SACHS & CO.
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December 15, 2006
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):
December 15, 2006 (December 14, 2006)
AUTOCAM CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 333-119215 38-2790152
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
4436 BROADMOOR AVENUE SOUTHEAST, KENTWOOD, MICHIGAN, 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-0707
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.04. TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
Consistent with on-going discussions described in Item 8.01 below, Autocam
Corporation ("we", "our", or "us") failed to make the semi-annual interest
payment of $7.6 million due today under our $140.0 million of outstanding
10.875% senior subordinated notes due June 2014 (the "Notes"). Non-payment of
interest due on the Notes triggers a 30-day grace period during which payment
can be made before triggering an event of default under the indenture governing
the Notes and cross-default provisions under agreements covering our senior
secured credit facilities and our second lien credit facility.
ITEM 8.01. OTHER EVENTS.
On December 14, 2006, we received a proposal signed by the holders
("Noteholders") of 85% of the Notes concerning the terms of a possible
recapitalization of Autocam. As part of the proposed recapitalization, our
Noteholders would purchase $85.0 million of newly issued equity securities in
the form of a payment-in-kind preferred stock (the "PIK Preferred Equity") and
convert the Notes into 100% of the common equity of Autocam. As of December 14,
2006, we had $108.1 million in borrowings outstanding under our senior secured
credit facilities and $77.6 million in borrowings outstanding under our second
lien credit facility (including accrued paid-in-kind interest). The proposal
anticipates that the indebtedness under our second lien credit facility will be
repaid in full with proceeds of the PIK Preferred Equity and any excess would be
used to satisfy expenses of the transaction and increase working capital. It is
also anticipated that our senior secured credit facilities would be reinstated
or refinanced on market terms. After completion of the recapitalization, it is
anticipated that we would have approximately $110.0 million of funded secured
indebtedness.
This proposal would significantly enhance our financial strength and operational
flexibility, which would benefit all of our stakeholders. The recapitalization
would improve our short- and long-term liquidity on a global basis, allowing us
to better serve our customers, meet our debt service and working capital
requirements and fund capital expenditures for new programs.
The above-described proposal is subject to approval by our board of directors
and equity holders and is subject to final negotiations, documentation and
customary conditions of closing.
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 hereunto duly authorized.
Autocam Corporation
By: /s/ John C. Kennedy
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Name: John C. Kennedy
Title: President and Chief Executive Officer
Dated: December 15, 2006