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): October 27, 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 Landis Grinding Systems
division ("Landis") to members of Groupe Fives-Lille, which is engaged in
international industrial engineering, pursuant to a Purchase and Sale Agreement
dated October 27, 2005 (the "Agreement"). The selling parties under the
Agreement are the Company and its wholly owned subsidiaries UNOVA Industrial
Automation Systems, Inc. ("UIASI"), UNOVA U.K. Limited and UNOVA IP Corp. The
purchasing parties are Compagnie de Fives-Lille, a private French company
("CFL"), Cinetic Landis Grinding Corp., a Delaware corporation ("Buyer US"), and
Cinetic Landis Grinding Limited, a United Kingdom company.
Under the Agreement, the purchasing parties will acquire the global operations
of Landis through the purchase of substantially all of the assets of the Landis
Grinding Systems, Gardner Abrasives, and CITCO divisions of UIASI in the U.S.
and the Landis Lund and Cranfield Precision divisions of UNOVA U.K. Limited in
the United Kingdom.
The consideration for the purchased assets consists of $69 million in cash, a
$10 million two-year note at an interest rate of five percent per annum
guaranteed by CFL, and the assumption of certain liabilities, including
approximately $30 million relating to pension and other post-retirement
obligations. The purchase price is subject to possible adjustments based on net
working assets at closing.
Pursuant to the Agreement, UIASI will retain two facilities. Buyer US will lease
such Landis properties located in Waynesboro, Pennsylvania and South Beloit,
Illinois on a triple net basis for two years and three years, respectively, at
nominal rent for the first two years and at market rates thereafter. Buyer US
has an option to purchase the Waynesboro property at fair market value,
exercisable until the end of the third year.
The Agreement contains customary covenants and closing conditions, including
operation of Landis in the ordinary course until the closing, obtaining
third-party consents to the transaction, and noncompetition for five years in
the U.S. and three years in the U.K.
Early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 was granted September 27, 2005. The transaction is also
subject to clearance under the European Union merger control regulation; closing
is expected to occur in December 2005, following receipt of such clearance.
Item 8.01. Other Events
On October 28, 2005, the Company issued a press release announcing the execution
of the Agreement, which release 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 October 28, 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/ Cathy D. Younger
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Cathy D. Younger
Vice President, Corporate Secretary and
October 28, 2005 Senior Transactions Counsel