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): December 9, 2005
UNOVA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13279 95-4647021
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) 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 2.01 Completion of Acquisition or Disposition of Assets
On December 9, 2005, UNOVA, Inc. (the "Company") completed the disposition of
its Landis Grinding Systems division ("Landis") to members of Groupe
Fives-Lille, an international industrial engineering group based in
Montreuil-sous-Bois, France. The two companies announced the transaction on
October 28, 2005.
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, Cinetic Landis Grinding Corp., a Delaware corporation,
and Cinetic Landis Grinding Limited, a United Kingdom company. The purchasing
parties acquired 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 consisted of $69 million in cash, a
$10 million two-year note, and the assumption of certain liabilities, including
specified liabilities relating to pension and other post-retirement obligations.
The purchase price is subject to possible adjustments based on net working
assets at closing.
Item 8.01. Other Events
On December 12, 2005, the Company issued a press release announcing the
completion of the disposition of Landis, which is attached as Exhibit 99.1
hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
- ------ -----------
99.1 Press release issued by the Company dated December 12, 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/ Janis L. Harwell
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Janis L. Harwell
Senior Vice President and
General Counsel
2
December 12, 2005