UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 22, 2004
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LEXINGTON PRECISION CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-3252 22-1830121
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(Commission File Number) (IRS Employer Identification No.)
40 EAST 52ND STREET, NEW YORK, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 319-4657
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 22, 2004, Lexington Connector Seals, or LCS, a
division of Lexington Rubber Group, Inc., a subsidiary of Lexington
Precision Corporation, or the Company, entered into an agreement with
Delphi Corporation, acting through its Delphi Packard Electric
Division, or Delphi, pursuant to which Delphi agreed to purchase 100%
of its production and service requirements for specified components
from LCS. Delphi Corporation is the largest customer of Lexington
Rubber Group, Inc., a wholly-owned subsidiary of the Company.
The term of the agreement is from November 22, 2004 through
December 31, 2009, for components listed on Attachment A to the
agreement. With respect to the components listed on Attachment B to the
agreement, the term is from November 22, 2004, through the dates listed
against such component on Attachment B.
Under the terms of the agreement, Delphi plans to in-source 36
parts that are currently supplied by LCS. The Company estimates that if
these parts had been in-sourced by Delphi on January 1, 2004, the
Company's net sales and income from operations for the nine-month
period ended September 30, 2004 would have been reduced by
approximately $6.5 million and $1.3 million, respectively. Pursuant to
the agreement, LCS will receive price increases on the remaining parts
supplied to Delphi, which is expected to offset a significant portion
of the profit lost due to the in-sourcing.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
Exhibit 10.1 Delphi Corporation Lifetime Contract between Delphi
Corporation acting through its Delphi Packard Electric
Division and Lexington Connector Seals, a division of
Lexington Rubber Group, Inc, a wholly-owned subsidiary
of Lexington Precision Corporation.*
* Portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 of the Securities Exchange Act
of 1934, as amended, and the omitted material has been separately filed
with the Securities and Exchange Commission.
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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.
LEXINGTON PRECISION CORPORATION
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(Registrant)
Date: November 29, 2004
By: /s/ Warren Delano
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Name: Warren Delano
Title: President
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