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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) November 25, 1998
Commission file number: 333-17305
International Knife & Saw, Inc.
(Exact name of registrant as specified in its charter)
Delaware 57-0697252
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1299 Cox Avenue
Erlanger, Kentucky 41018
(Address of principal executive offices)
(606) 371-0333
(Registrant's telephone number, including area code)
NONE
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(Former name or former address, if changed
since last report.)
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ITEM 1. Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 12, 1998, pursuant to the Share Purchase Agreement dated as
of November 12, 1998, International Knife & Saw, Inc. and its consolidated
subsidiaries (the "Company") acquired from Lembo (International) B.V. (the
"Seller") all of the shares of A.K. van der Wijngaart Beheer B.V. and its
subsidiaries ("Diacarb"). Diacarb is located in Rotterdam, the Netherlands.
The purchase price consisted of 12.0 million Dutch guilders in cash
(approximately $6.3 million) financed from existing lines of credit, .9 million
Dutch guilders (approximately $.5 million) in assumed debt, and a 5% promissory
note to the Seller for 5.0 million Dutch guilders (approximately $2.6 million),
subject to post closing adjustments. The promissory note is payable in
installments of 1.0 million Dutch guilders (approximately $.5 million) on
January 15, 2000, and 2.0 million Dutch guilders (approximately $1.0 million) on
January 15, 2001 and 2002.
Diacarb's business includes the regrinding and distribution of
industrial knives in the Netherlands, Belgian and Luxembourg markets. Diacarb is
also involved in the manufacture of stansformen (molds to punch holes) for the
carton industry. The Company intends to continue to use the assets, properties
and other rights purchased from the Seller in the operation of the business.
Before the acquisition, there was no material relationship between the
Seller and the Company or any of its affiliates, any director or officer of the
Company, or any associate of any such director or officer. The purchase price
was negotiated on an arm's length basis.
ITEM 3-6. Not Applicable
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is presently impracticable to provide the financial statements
required to be included in the Current Report on Form 8-K with respect to the
business acquired. Such financial statements will be filed under cover of Form
8-K/A as soon as practicable, but not later than January 25, 1999, as required
by Item 7(a)(4) of the General Instructions.
(b) PRO FORMA FINANCIAL INFORMATION.
It is presently impracticable to provide the pro forma financial
information required to be included in this Current Report on Form 8-K with
respect to the business acquired. Such pro forma financial information will be
filed under cover of Form 8-K/A as soon as practicable, but not later than
January 25, 1999, as required by Item 7(a)(4) of the General Instructions.
ITEM 8-9. Not Applicable
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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.
INTERNATIONAL KNIFE & SAW, INC.
By: /s/ John E. Halloran
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John E. Halloran
President and Chief Executive Officer
By: /s/ William M. Schult
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William M. Schult
Vice President-Finance, Chief
Financial Officer, Treasurer
and Secretary (Principal Financial
and Accounting Officer)
November 25, 1998
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EXHIBIT INDEX
Exhibit
No. Description
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None
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