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): October 7, 1998
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BACOU USA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-28040 05-0470688
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(Commission file number) (IRS Employer Identification Number)
10 Thurber Boulevard, Smithfield, RI 02917
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-233-0333
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<PAGE>
Item 5. OTHER EVENTS
(a) On October 7, 1998, Bacou USA, Inc. (the "Company") issued a Press
Release announcing its sales for the third quarter of 1998, and also
announcing that it is withdrawing its August 5, 1998 registration
statement. The Company also confirmed the continuation of its stock
buyback program.
(b) Exhibits
Item 601
Exhibit Exhibit Title
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Exhibit 99 Press Release
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BACOU USA, INC.
Registrant
By:/s/Philip B. Barr
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Philip B. Barr
Executive Vice President and
Chief Financial Officer
Dated: October 7, 1998
Contact:
At the Company: At the Financial Relations Board:
Philip B. Barr, Jr. 212-661-8030
Chief Financial Officer Analyst Information: John McNamara
Investor Relations Media Information: Alan Goldsand
401-233-0333 General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
BACOU USA ANNOUNCES THIRD-QUARTER AND NINE-MONTH SALES,
WITHDRAWS STOCK OFFERING, CONFIRMS BUYBACK PROGRAM
Q3 `98 Net Sales Total $56.9 Million, up 59.2%from $35.7 Million for Q3 `97
Nine month `98 Net Sales Total $165.3 Million,
up 75.0%from $94.4 Million for `97
SMITHFIELD, R.I., October 7, 1998--Bacou USA, Inc. (NYSE: BAU), a leading
manufacturer of personal protective equipment, today announced that its net
sales for the third quarter of 1998 increased to $56.9 million, compared with
1997 third quarter net sales of $35.7 million, up 59.2%. For the nine-month
period, the company reported net sales of $165.3 million in 1998, an increase of
75.0% over net sales of $94.4 million for the 1997 period. The increases were
attributed by the company to both acquisitions and internal sales growth. If
Bacou USA had owned all of its business units for the same periods in 1997 as it
did in 1998, the year-to-year sales comparison would show growth from $149.2
million for the nine-month period in 1997 to $165.3 million in 1998,
representing internal growth of 10.8%.
"This represents our third consecutive quarter with significant internal
growth," commented Walter Stepan, Vice-Chairman, President and CEO of Bacou USA.
"The generally expected growth rate for our product lines is approximately 3.8%
in the U.S. industrial market this year. Therefore, our 10.8% year-to-date
internal growth rate indicates that we are continuing to gain market share in
the U.S. while also growing our retail and export sales," continued Stepan.
"We expect to meet Wall Street's expectations for third-quarter earnings,"
said Stepan. According to First Call, the three-analyst consensus for
third-quarter earnings per share is $0.38 for Bacou USA, which reported earnings
per share prior to acquisition-related adjustments of $0.31 for the third
quarter of 1997. Bacou USA expects to announce its earnings for the third
quarter on October 19, 1998.
Bacou USA also announced today that it is withdrawing its registration
statement filed August 5, 1998, with the Securities and Exchange Commission,
citing current market conditions. "The company was not raising capital in the
offering, so withdrawal does not have a material effect on our financial
condition," said Stepan. "Neither our majority shareholder, Bacou S.A., nor the
other selling shareholders were interested in selling shares at the price level
currently achievable in the market, so we decided to withdraw the offering and
wait for another opportunity."
Also, Bacou USA confirmed that its stock repurchase program remains
effective until December 31, 1998. Under the program, which was adopted in 1997,
the Company may purchase up to approximately 270,000 of its shares in the open
market at times and prices within the discretion of the company. "We believe
that current market conditions are creating an unnaturally low market price for
our shares," said Stepan. "Considering the intent of our majority shareholder to
initiate a secondary offering when market conditions allow, we believe that any
reduction in float resulting from purchases under the program ultimately will be
more than replenished in the marketplace through the intended offering."
Bacou USA, Inc. makes and sells leading brands of products that protect the
sight, hearing and respiratory systems of workers against occupational hazards,
as well as related instrumentation including vision screeners, gas monitors and
computerized test benches for respirators. The company's products, marketed
under Uvex(R), Howard Leight(R), Survivair(R), Pro-Tech(R), Biosystems,
Titmus(R), LaserVision and Lase-R Shield brand names, are sold principally to
industrial safety distributors, fire fighting equipment distributors and optical
laboratories. News and information are available at the company's Website at
http://www.bacouusa.com.
To receive additional information on Bacou USA, Inc., via
fax, at no charge, dial 1-800-PRO-INFO and enter code BAU.
For international access, dial 732-544-2850.
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Statements contained in this press release that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities and Litigation Reform Act of 1995. In
addition, words such as "believes," "anticipates," "expects" and similar
expressions are intended to identify forward-looking statements.
Forward-looking statements involve risks and uncertainties, including the
timely development and acceptance of new products, the impact of competitive
products and pricing, changing market conditions, the successful integration
of acquisitions and the other risks detailed in the company's prospectus
filed March 27, 1996, and from time to time in other filings. Actual results
may differ materially from those projected. These forward-looking statements
represent the company's judgment as of the date of this release. The company
disclaims, however, any intent or obligation to update these forward-looking
statements.
