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): February 3, 2005
UNOVA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13279 95-4647021
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
6001 36th Avenue West 98203-1264
Everett, Washington (Zip Code)
www.unova.com
(Address of principal executive offices and internet site)
Registrant's telephone number, including area code: (425) 265-2400
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:
|_| 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 2.02 Results of Operations and Financial Condition
On February 7, 2005, UNOVA, Inc. (the "Company") issued a press release
announcing its financial results for the quarter and year ended December 31,
2004. A copy of the press release is furnished as Exhibit 99.1 to this report
and is incorporated herein by reference.
Item 2.05 Costs Associated with Exit or Disposal Activities
On February 3, 2005, the Company's Board of Directors adopted a resolution
confirming a divestiture plan for its Industrial Automation Systems segment
("IAS"). The Board directed management to pursue such a plan at the Board's
previous meeting. Management presented the plan after determining that IAS was
no longer aligned with the Company's long-term strategy and it was appropriate
to divest it.
The Company intends to sell IAS as a going concern in 2005, either through
a sale of the segment as a whole or through sales of its major divisions. It has
reported IAS as a discontinued operation as of December 31, 2004, for financial
statement purposes.
At this time, the Company estimates the cash expenditures that will be
incurred in selling IAS will not exceed $5 million. Actual cash expenditures
related to the sale of IAS may differ from the Company's current estimates based
on negotiations and activities required in the sale process.
The Company performed an impairment assessment of the long-lived assets of
IAS in the fourth quarter of 2004, based on the most current information
available regarding its estimated fair value. As a result, the Company
recognized non-cash impairment charges in the aggregate amount of $104.1 million
pre-tax ($103.2 million after-tax). Those charges include $63.3 million to write
off goodwill related to the Cincinnati Lamb division of IAS and $40.8 million to
write down the Cincinnati Lamb division's assets to net realizable value, which
is net of estimated expenditures related to the sale of Cincinnati Lamb.
Item 2.06 Material Impairments
The information provided in Item 2.05 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is attached as part of this report:
Exhibit
Number Description
- ------- -----------
99.1 Press Release issued by the Company dated February 7, 2005.
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.
UNOVA, INC.
By: /s/ Michael E. Keane
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Michael E. Keane
Senior Vice President and
Chief Financial Officer
February 7, 2005