- Current report filing (8-K)
March 04 2009 - 4:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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
2, 2009
LUFKIN INDUSTRIES,
INC.
(Exact
name of registrant as specified in its charter)
TEXAS
|
000-02612
|
75-0404410
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
Of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
601
SOUTH RAGUET, LUFKIN, TEXAS
|
|
75904
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(
936)
634-2211
NOT
APPLICABLE
(Former
name or former address, if changed since last report)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement.
On March 2, 2009 (effective March 1,
2009), Lufkin Industries, Inc. (the “Company”) entered into a Membership
Interest Purchase Agreement (the “Agreement”) with International Lift Systems,
L.L.C. (“ILS”) and the sellers party thereto pursuant to which Lufkin acquired
all of the limited liability company membership interests in ILS for total cash
consideration of $45 million, plus $5 million paid to certain sellers who will
not have an ongoing employment relationship with the Company.
During
2008 ILS generated $30.5 million of revenue and $6.5 million of adjusted EBITDA
(unaudited).
Pursuant to the terms of the Agreement, the
acquisition closed on March 2, 2009.
The Agreement contains customary
representations, warranties, covenants and indemnification
provisions. The Agreement contains representations and warranties
that the parties have made to each other as of specific dates. Except for its
status as a contractual document that establishes and governs the legal
relations among the parties with respect to the transactions described therein,
the Agreement is not intended to be a source of factual, business or operational
information about the parties. The representations and warranties contained in
the Agreement were made only for purposes of that agreement and as of specific
dates, were solely for the benefit of the parties to that agreement, and may be
subject to limitations agreed between those parties, including being qualified
by disclosures between those parties. Those representations and warranties may
have been made to allocate risks among the parties to the Agreement, including
where the parties do not have complete knowledge of all facts, instead of
establishing matters as facts. Furthermore, those representations and warranties
may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. The assertions embodied in the
representations and warranties of the sellers are qualified by information
contained in disclosure schedules that the sellers provided to Lufkin in
connection with signing the Agreement. Accordingly, investors and security
holders should not rely on such representations and warranties as
characterizations of the actual state of facts or circumstances, since they were
only made as of the dates specified in the Agreement and are modified in
important part by the underlying disclosure letters. Moreover, information
concerning the subject matter of all the representations and warranties may
change after the date of the Agreement, which subsequent information may or may
not be fully reflected in the Company’s public disclosures.
A copy of the Agreement is filed as
Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by
reference. A copy of the press release dated as of March 2, 2009
announcing the consummation of the transactions contemplated by the Agreement is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item
2.01 Completion
of Acquisition or Disposition of Assets.
On March 2, 2009, the Company completed
its acquisition of ILS. The information contained in or incorporated
by reference into Item 1.01 of this Current Report on Form 8-K is hereby
incorporated by reference into this Item 2.01.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
|
2.1
|
Membership
Interest Purchase Agreement, dated as of March 2, 2009 and effective as of
March 1, 2009, by and among Lufkin Industries, Inc., International Lift
Systems, L.L.C. and the sellers party thereto.
|
99.1
|
Lufkin
Industries, Inc. press release dated March 2,
2009.
|
Signatures
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.
|
LUFKIN
INDUSTRIES, INC
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|
|
|
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By
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/s/
Christopher L. Boone
|
|
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Christopher
L. Boone
|
|
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Vice
President/Treasurer/Chief Financial Officer
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|
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(Principal
Financial and Accounting Officer)
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Date: March
4, 2009
Exhibit
Index
Exhibit
Number
|
Description
|
2.1
|
Membership
Interest Purchase Agreement, dated as of March 2, 2009 and effective as of
March 1, 2009, by and among Lufkin Industries, Inc., International Lift
Systems, L.L.C. and the sellers party thereto.
|
99.1
|
Lufkin
Industries, Inc. press release dated March 2,
2009.
|
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