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 17, 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 1.01 Entry into a Material Definitive Agreement
UNOVA, Inc. (the "Company") has agreed to sell its Cincinnati Lamb division
("Cincinnati Lamb") to MAG Industrial Automation Systems, LLC ("MAG"), an entity
established by Maxcor, Inc. of New York, New York, pursuant to a Purchase and
Sale Agreement dated March 17, 2005 (the "Purchase Agreement"). The selling
parties under the Purchase Agreement are the Company, UNOVA Industrial
Automation Systems, Inc., UNOVA U.K. Limited, Cincinnati Machine U.K. Limited,
Honsberg Lamb Sonderwerkzeugmaschinen GmbH, UNOVA Canada, Inc. and UNOVA IP
Corp., and the purchasing parties are MAG and R&B Plastics Holdings, Inc.
Under the Purchase Agreement, MAG and certain of its affiliates will acquire the
global operations of Cincinnati Lamb through the purchase of a combination of
stock and assets of certain of the Company's affiliates (the "Acquisition"). The
Acquisition will include the purchase of substantially all of the assets of
Cincinnati Lamb in the U.S., Canada, Germany and the United Kingdom, as well as
the stock of Cincinnati Machine Korea Corp., R & B Machine Tool Company and
UNOVA Industries, Inc. The effective date of the Acquisition (the "Transfer
Date") is expected to be within 30 days.
The consideration for the Acquisition is expected to be approximately $60
million. The consideration, subject to certain closing balance sheet
adjustments, consists of $16 million in cash payable at closing, $10 million in
the form of a promissory note payable over the 42 months following the Transfer
Date (the "Secured Note"), and the assumption of approximately $34 million of
liabilities relating to certain foreign pension and other post-retirement
obligations of Cincinnati Lamb. The Secured Note will bear interest at the rate
of LIBOR plus 3% and will be secured by a second priority security interest in
all of the assets of Cincinnati Lamb included in the lien to be granted by MAG
to its senior lender.
In connection with the Acquisition, the Company will lend a MAG affiliate
UK(pound)778,000 in connection with certain restructuring activities of
Cincinnati Lamb in the United Kingdom. This loan will bear interest at the rate
of LIBOR plus 2% and will be payable in full on the one-year anniversary of the
Transfer Date. The Company and its affiliates will also retain the defense of
and any liability resulting from certain previously disclosed material
litigation of Cincinnati Lamb and will provide certain transition services to
MAG and its affiliates for a limited period following the Transfer Date.
The Purchase Agreement contains customary covenants and closing conditions,
including operations of Cincinnati Lamb in the ordinary course, subject to MAG's
approval of certain actions, until the Transfer Date, obtaining third-party
consents to the Acquisition, including the consent of the Company's senior
lender, and Cincinnati Lamb meeting a net working asset target on the Transfer
Date equal to Cincinnati Lamb's net working assets (as defined in the Purchase
Agreement) as of September 30, 2004.
Item 8.01. Other Events
On March 21, 2005, the Company issued a press release announcing the
execution of the Purchase Agreement, which is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
- ------ -----------
99.1 Press release issued by UNOVA, Inc. dated March 21, 2005
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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
March 23, 2005
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