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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 11, 2000
ZEMEX CORPORATION
(Exact Name of Registrant as Specified in Charter)
CANADA 1-228 NONE
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
CANADA TRUST TOWER, BCE PLACE
161 BAY STREET, SUITE 3750 M5J 2S1
TORONTO, ONTARIO, CANADA
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (416) 365-8080
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 6, 2000, a wholly-owned subsidiary of Zemex Corporation
("Zemex") entered into a stock purchase agreement (the "Stock Purchase
Agreement") whereby it agreed to sell, subject to certain terms and conditions,
all of the outstanding shares of common stock, par value $0.01 per share, of
Pyron Metal Powders, Inc., a Delaware corporation ("Pyron Metal Powders"), and
all of the outstanding shares of common stock, par value $20.00 per share
(together with the Pyron Metal Powder shares, the "Shares"), of Pyron
Corporation, a New York corporation ("Pyron"), to North American Hoganas
Holdings, Inc. ("Hoganas"). Hoganas is a wholly-owned subsidiary of Hoganas AB,
a supplier of metal powders headquartered in Hoganas, Sweden. Pyron and Pyron
Metal Powders comprise the metal powders division of Zemex (the "Metal Powders
Division"), which produces and supplies ferrous and non-ferrous metal powders.
Pursuant to the Stock Purchase Agreement, the Shares were purchased for
approximately $41 million in cash, subject to certain post-closing adjustments.
The amount of consideration was determined through an auction process organized
by Banc of America Securities, LLC, which was retained to review methods and
opportunities to maximize value for the shareholders of Zemex. The sale of the
Shares, which was completed on April 11, 2000, closed as of April 7, 2000.
Neither Hoganas nor Hoganas AB has any material relationship with
Zemex or any of Zemex's affiliates, any director or officer of Zemex, or any
associate of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
The pro forma financial statements contemplated in (b)(1) of this
Item, showing how the disposition of the Metal Powders Division might have
affected the historical financial statements, is disclosed in the form of
discontinued operations presented in the 1999 financial statements forming part
of the Zemex Form 10-K filed on April 14, 2000 and incorporated by reference
thereto. The form of the execution copy of the March 6, 2000 Stock Purchase
Agreement by and between North American Hoganas Holdings, Inc., Zemex U.S.
Corporation, Pyron Corporation and Pyron Metal Powders, Inc. is attached hereto
as Exhibit 2.1. The form of the execution copy of the April 7, 2000 Closing
Statement and Amendment to the Stock Purchase Agreement by and between North
American Hoganas Holdings, Inc., Zemex U.S. Corporation, Pyron Corporation and
Pyron Metal Powders, Inc. is attached hereto as Exhibit 2.2.
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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.
ZEMEX CORPORATION
(Registrant)
Dated: April 21, 2000 By: /s/ Allen J. Palmiere
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Allen J. Palmiere
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Stock Purchase Agreement by and between North American Hoganas
Holdings, Inc., Zemex U.S. Corporation, Pyron Corporation and
Pyron Metal Powders, Inc.
2.2 Closing Statement and Amendment to the Stock Purchase Agreement
by and between North American Hoganas Holdings, Inc., Zemex U.S.
Corporation, Pyron Corporation and Pyron Metal Powders, Inc.
20.1* Pro Forma Financial Statements.
99.1 Press Release, April 11, 2000.
* indicates incorporated by reference