UNITED STATES
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): May 25, 2005
Atrium Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-20095 75-2642488
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3890 West Northwest Highway, Suite 500, Dallas, TX 75220
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 630-5757
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 8.01 Other Events.
Atrium Companies, Inc. and its parent, ACIH, Inc. (together, "Atrium" or the
"Company"), received a subpoena issued by the United States Attorney in Dallas,
Texas concerning various accounting and financial records and documents of
Atrium from 1999 through current periods, with the principal focus being on
periods prior to the acquisition of Atrium in December 2003 by its current
owners. The Company is cooperating fully with the government.
Atrium was informed that neither the Company nor its independent directors nor
its institutional shareholders are targets of this investigation. Atrium's Audit
Committee had previously commenced and is continuing an internal review of
certain accounting issues relating to 2003 and 2004.
Atrium has placed its Chief Executive Officer on a leave of absence. The
Company's Board of Directors has designated two of its members to manage Atrium
and work with its management and operating team. Larry Solari, an independent
director, will serve as Atrium's Chairman. Mr. Solari was previously the
president of Owens Corning's Construction Products Group, and has served as a
senior executive of other building products companies. Charles Schmid, an
independent director, will serve as Atrium's Chief Executive Officer. Mr. Schmid
was previously executive vice president and director of Andersen Windows, Inc.
Both Mr. Solari and Mr. Schmid have substantial experience in the building
products industry and are very familiar with Atrium's customers, vendors and
markets. Mr. Solari and Mr. Schmid will work closely with the Company's existing
management team, including Robert Burns, who will continue as the Chief
Operating Officer of Atrium. The Board believes the new management team has the
experience and leadership to manage and operate the Company to insure that
Atrium will continue to provide its customers with high quality products and
outstanding service. Atrium's Board of Directors is currently interviewing a
number of candidates to serve as Chief Financial Officer, and expects to name a
new Chief Financial Officer in the near future.
The Company continues to perform well and has ample cash resources. Atrium
expects that its first quarter of 2005 will show sales growth over the
comparable period of 2004, with unaudited sales of approximately $176.5 million
and unaudited EBITDA of approximately $13.2 million. The Company has signed a
letter of intent to sell non-core assets, and a definitive binding agreement for
this asset sale is expected to be signed concurrently with the closing in June.
If closed, the proceeds from this sale will bring Atrium's total cash on hand to
approximately $28 million. Atrium believes that it is in compliance with its
financial covenants in relation to its Credit Agreement, Senior Discount Notes
and Receivables Purchase Agreement. Atrium does not expect that these
developments will materially affect its business, financial results or condition
or prospects.
Certain of the foregoing statements, other than statements of historical
information, are forward-looking statements. Investors are cautioned that
forward-looking statements are inherently uncertain. Actual performance and
results may differ materially from those projected or suggested herein due to
certain risks and uncertainties including, without limitation, operating risks.
Those and other risks are described in Atrium's filings with the Securities and
Exchange Commission (the "SEC"), copies of which are available from the SEC or
may be obtained upon request from the Company.
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 thereunto duly authorized.
ATRIUM COMPANIES, INC.
Date: June 1, 2005
By: /s/ Philip J. Ragona
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Name: Philip J. Ragona
Title: Senior Vice President & General Counsel