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): June 6, 2005
Atrium Companies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-20095 75-2642488
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) 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 2.01 Completion of Acquistion or Disposition of Assets.
Atrium Companies, Inc. ("Atrium") announced that, on June 6, 2005, its
wholly-owned subsidiary, Superior Engineered Products Corporation ("Superior"),
completed the sale of its aluminum screen and steel products business to
Superior Building Products, Inc. ("SBP"), a newly formed acquisition subsidiary
of Prime-Line Products Company. The sale price for the transaction was $12.75
million in cash. For the twelve-month period ending April 30, 2005, Superior's
aluminum screen and steel products business had net sales of approximately $15.8
million and EBITDA of approximately $1.9 million. The sale is consistent with
Atrium's strategy to sell non-core assets selectively and focus on its core
business of manufacturing and distributing aluminum and vinyl windows. Superior,
a California corporation that sells predominantly vinyl windows to the repair
and remodeling market in California, Arizona, Nevada and Hawaii, will continue
to operate as a wholly-owned subsidiary of Atrium.
Item 8.01 Other Events.
Following the sale by Superior of its aluminum screen and steel products
business to SBP, Atrium has cash on hand of approximately $19 million. The
foregoing clarifies and updates Atrium's discussion of its cash on hand in its
Current Report on Form 8-K filed on June 1, 2005.
Statements in this Current Report on Form 8-K, 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 7, 2005
By: /s/ Philip J. Ragona
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Name: Philip J. Ragona
Title: Senior Vice President and
General Counsel