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): March 31, 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 7.01 Regulation FD Disclosure
Atrium Companies, Inc. (the "Company") is filing as Exhibit 99.1 hereto the
Company's unaudited consolidated balance sheet as of March 31, 2005, unaudited
consolidated statement of operations for the fiscal quarter ended March 31, 2005
(with reconciliation) and unaudited consolidated statement of cash flows for the
fiscal quarter ended March 31, 2005 (collectively, the "Unaudited Financial
Statements"). The Unaudited Financial Statements, which have not been subject to
review by the Company's independent auditors, have been prepared on the basis of
information currently available to the Company as of the date of this Current
Report on Form 8-K. Readers are cautioned that the Unaudited Financial
Statements remain subject to completion of the audit of the Company's financial
statements as of and for the year ended December 31, 2004 by the Company's
current auditors, the completion of the SAS 100 review of the Company's
financial statements as of and for the quarter ended March 31, 2005 by the
Company's current auditors and the restatement of the Company's financial
statements as of and for the year ended December 31, 2003 and the reissuance of
the audit opinion on such financial statements by the Company's former auditors.
Thus, there can be no assurance that following completion of the aforementioned
audit, review and restatement, the Unaudited Financial Statements will not be
subject to restatements or correcting adjustments.
On July 13, 2005, the Company's parent, ACIH, Inc. ("ACIH"), received a notice
of default from the trustee under ACIH's indenture governing its 11 1/2% Senior
Discount Notes due 2012 related to ACIH's failure to deliver 2004 audited
financial statements by March 31, 2005 and its failure to deliver 1st Quarter
2005 unaudited financial statements by May 15, 2005. In its Current Reports on
Form 8-K filed by the Company on April 4 and May 20, 2005, the Company
previously disclosed the delay in delivering its 2004 audited financial
statements and 1st Quarter 2005 unaudited financial statements due to ongoing
procedures being performed for the restatement of the Company's 2003 financial
statements by its former auditors and for the 2004 audit of the Company and ACIH
by its current auditors. Failure to remedy the defaults within 30 days of the
date of the trustee's notice would result in events of default under the
indenture. ACIH anticipates making a consent solicitation to its noteholders
seeking a waiver of the foregoing defaults. The failure to obtain a waiver could
result in an acceleration of the notes and could have a material adverse effect
on the Company.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Unaudited Consolidated Balance Sheet as of March 31, 2005,
Unaudited Consolidated Statement of Operations for the Fiscal
Quarter Ended March 31, 2005 (with reconciliation) and
Unaudited Consolidated Statement of Cash Flows for the Fiscal
Quarter Ended March 31, 2005.
The information in this Current Report on Form 8-K (this "Current Report") and
the Exhibit attached hereto are being furnished and shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of such section.
The information in this Current Report shall not be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange
Act, regardless of any incorporation by reference language in any such filing.
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: July 14, 2005
By: /s/ Philip J. Ragona
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Name: Philip J. Ragona
Title: Senior Vice President and General Counsel
Index to Exhibits
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Exhibit No. Description
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99.1* Unaudited Consolidated Balance Sheet as of March 31, 2005,
Unaudited Consolidated Statement of Operations for the Fiscal
Quarter Ended March 31, 2005 (with reconciliation) and
Unaudited Consolidated Statement of Cash Flows for the Fiscal
Quarter Ended March 31, 2005.
*Filed herewith.