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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 23, 1999
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AAVID THERMAL TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-27308 02-0466826
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Eagle Square, Suite 509
Concord, New Hampshire 03301
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (603) 224-1117
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
ACQUISITION OF THERMAL MANAGEMENT BUSINESS OF BOWTHORPE PLC
On August 23, 1999, Aavid Thermal Technologies, Inc. (the "Company")
entered into a Stock Purchase Agreement by and among Bowthorpe plc, Bowthorpe
B.V., Bowthorpe International Inc., Bowthorpe GmbH (collectively, "Bowthorpe")
and the Company. Pursuant to the Stock Purchase Agreement, the Company will
purchase the stock of the Bowthorpe subsidiaries engaged in the thermal
management business for a cash purchase price of $79.5 million, subject to
certain purchase price adjustments based on the acquired business' outstanding
liabilities at closing and inventory at July 31, 1999. The closing of the
acquisition is subject to certain customary conditions, including expiration of
the applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and completion of the audited financial
statements for the acquired business for each of the years in the three year
period ended December 31, 1998. The Company intends to finance the purchase
price with borrowings under a new credit facility. A copy of the Stock Purchase
Agreement is attached as Exhibit 2.1 hereto, the text of which is incorporated
by reference under this Item 5.
A copy of the press release issued by the Company announcing the
execution of the Stock Purchase Agreement is attached as Exhibit 99 hereto, the
text of which is incorporated by reference under this Item 5.
ACQUISITION OF AAVID THERMAL TECHNOLOGIES, INC. BY WILLIS STEIN & PARTNERS
On August 23, 1999, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") by and among the Company, Heat Holdings Corp., a
corporation newly formed by Willis Stein & Partners, II, L.P. ("Purchaser"), and
Heat Merger Corp., a wholly owned subsidiary of Purchaser ("Merger Sub"). The
Merger Agreement contemplates, among other things, that following approval of
the Company's stockholders, Merger Sub will merge with and into the Company (the
"Merger"), the Company will become a wholly-owned subsidiary of Purchaser and
the Company's stockholders will receive $25.50 per share in cash. The Merger is
conditioned upon, among other things, the expiration of the applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and approval of the Company's stockholders. Although the Merger is also
conditioned upon the closing of the Company's acquisition of the thermal
management business of Bowthorpe, the Purchaser has agreed that in the event the
Company for any reason does not consummate the acquisition, it will still
acquire the Company pursuant to the Merger Agreement, but at a price of $24.50
per share. In such event, either the Company or the Purchaser may elect to have
the Purchaser commence a tender offer for the Company's shares. The Merger
Agreement may be terminated under certain circumstances, including without
limitation in connection with the Company's entering into a definitive agreement
with respect to another acquisition transaction which the Company's Board of
Directors has concluded in good faith, after
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consulting with its financial advisor, is more favorable to the Company's
stockholders than the Merger and is reasonably capable of being financed. In
such event and certain other circumstances, the Company would be obligated under
the Merger Agreement to pay Purchaser a termination fee of $8.3 million. Certain
of the Company's directors and executive officers, beneficially owning an
aggregate of 1,275,970 shares of the Company's common stock (including 899,176
shares issuable upon exercise of outstanding options), entered into voting
agreements with Purchaser pursuant to which they agreed to vote their shares in
favor of the Merger. A copy of the Merger Agreement is attached as Exhibit 2.2
hereto, the text of which is incorporated by reference under this Item 5.
A copy of the press release issued by the Company announcing the
execution of the Merger Agreement is attached as Exhibit 99 hereto, the text of
which is incorporated by reference under this Item 5.
Following the public announcement of the Merger, lawsuits were filed
against the Company, Willis, Stein & Partners, the Company's directors and one
former director in the Court of Chancery of the State of Delaware by
stockholders of the Company. The complaints allege, among other things, that the
Company's directors have breached their fiduciary duties and seek to enjoin,
preliminarily and permanently, the Merger and also seek compensatory damages.
The stockholder plaintiffs, on behalf of the Company's public stockholders,
also seek class action certification for their lawsuits.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None
(b) PRO FORMA FINANCIAL INFORMATION.
None
(c) EXHIBITS.
2.1 Stock Purchase Agreement by and among Bowthorpe plc,
Bowthorpe B.V., Bowthorpe International Inc.,
Bowthorpe GmbH (collectively, "Bowthorpe") and Aavid
Thermal Technologies, Inc., dated as of August 23,
1999
2.2 Agreement of Plan and Merger, dated as of August 23,
1999, by and among Heat Holdings Corp., Heat Merger
Corp. and Aavid Thermal Technologies, Inc.
2.3 Form of Voting Agreement
99 Press Release.
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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.
AAVID THERMAL TECHNOLOGIES, INC.
Date: August 31, 1999 By: /s/ John W. Mitchell
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Name: John W. Mitchell
Title: General Counsel
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Exhibit Index
2.1 Stock Purchase Agreement by and among Bowthorpe plc, Bowthorpe
B.V., Bowthorpe International Inc., Bowthorpe GmbH
(collectively, "Bowthorpe") and Aavid Thermal Technologies,
Inc., dated as of August 23, 1999
2.2 Agreement of Plan and Merger, dated as of August 23, 1999, by
and among Heat Holdings Corp., Heat Merger Corp. and Aavid
Thermal Technologies, Inc.
2.3 Form of Voting Agreement
99 Press Release.
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