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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
December 22, 1998
Date of Report (Date of earliest event reported)
MSX INTERNATIONAL, INC.
(Exact name of registrant
as specified in its charter)
DELAWARE 333-49821 38-3323099
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
275 REX BOULEVARD AUBURN HILLS, MICHIGAN
(Address of principal executive offices)
48326
(Zip Code)
(248) 299-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Effective December 26, 1998, the Company consummated its acquisition of Megatech
Engineering, Inc. ("MEI") from Johnson Controls, Incorporated, pursuant to a
stock purchase agreement dated as of December 22, 1998. Under the Stock Purchase
Agreement, a wholly owned subsidiary of MSX International, Inc. purchased one
hundred percent of the outstanding shares of MEI from Becker Group, Inc., a
wholly owned subsidiary of Johnson Controls, Inc. ("the Acquisition"). The
Company did not assume any bank debt. The total purchase price for the stock of
MEI was $30 million with $15 million paid at the closing, provided by borrowings
under the New Credit Facility. An additional $15 million is due no later than
June 30, 1999, which is expected to be provided by the proceeds from the sale of
real property acquired with the Acquisition. The Acquisition was initially
announced via a press release on December 23, 1998, and will be accounted for
under the purchase method of accounting. A copy of the press release is attached
to this Form 8-K as Exhibit 99.
Megatech offers technical staffing and product development services specializing
in vehicle interiors, HVAC, and electrical design. Megatech's data management
and prototype capabilities include laser scanning, fixture and secondary
equipment design and construction, design verification and prototype parts.
MegaTech Academy, through collaboration with Central Michigan University, offers
a unique B.S. degree program in Vehicle Design. Founded in 1985, MegaTech has
approximately 500 employees and contractors. Its primary facilities are located
in Warren, Michigan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) EXHIBITS
99 Press Release issued by MSX International, Inc. on December 23, 1998.
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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 hereunder duly authorized.
Dated: January 6, 1999
MSX INTERNATIONAL, INC.
By /s/Frederick K. Minturn
----------------------------
Frederick K. Minturn
Executive Vice President, Chief Financial Officer
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EXHIBIT 99
NEWS RELEASE CONTACTS:
RELEASE DATE: 12/23/98 DAVID CRITTENDEN
248-299-1077
MUREM SHARPE
MSX INTERNATIONAL, INC.
248-299-1063
[email protected]
[email protected]
MSX INTERNATIONAL, INC. ACQUIRES MEGATECH ENGINEERING, INC. FROM JOHNSON
CONTROLS, INCORPORATED
AUBURN HILLS, MICHIGAN
MSX International, Inc., a major provider of technology-based business services
and product development services, announced today that it has acquired Megatech
Engineering, Inc. from Johnson Controls, Incorporated. Terms of the transaction
were not disclosed. Megatech is a major supplier of product engineering and
technical staffing to the North American automotive industry. As part of the
transaction, MSX International expects to further enhance its relationship with
Johnson Controls, Incorporated to provide select engineering and product
development services worldwide.
Megatech offers technical staffing and product development services specializing
in vehicle interior, HVAC, and electrical design. Megatech's data management and
prototype capabilities include laser scanning, fixture and secondary equipment
design and construction, design verification and prototype parts. Megatech
Academy, through a collaboration with Central Michigan University, offers a
unique B.S. degree program in Vehicle Design. Founded in 1985, Megatech has
approximately 500 employees and contractors. Its primary facilities are located
in Warren, Michigan.
Lou Kincaid, vice president of worldwide engineering for Johnson Controls, said
the sale of Megatech Engineering to MSX International represents an outstanding
opportunity for the engineering group.
"We're extremely proud of the achievements of the Megatech organization,"
he said. "MSX International is a world-class organization, and an
outstanding strategic fit for this group of people. We look forward to
working in partnership with the MSX team on future engineering projects."
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Bill Billig, chairman and ceo of MSX International said, "The acquisition of
Megatech will enhance MSX International's broad range of capabilities in
technical staffing and product development. The Megatech Academy will further
complement our existing training programs. We are pleased to be associated with
such a fine team of professionals."
John Risk, president of MSX International's product development services said,
"With the acquisition of Megatech we are very pleased to have an opportunity to
serve Johnson Controls, and other clients in support of their business with
global automotive manufacturers."
With annual sales exceeding $1 billion, MSX International employs more than
12,000 professional staff and contract personnel at over 55 operating locations
in 22 countries worldwide. MSX International offers its customers a wide range
of technology-based services, both on-site and off-site, including product
engineering and manufacturing engineering services; contract and temporary
staffing; training services; purchasing support services; electronic document
and information storage and retrieval services; process improvement consulting
services; and marketing support services.
Johnson Controls, Inc. is a global leader in automotive systems and facility
management and control. In the automotive market, it is a major supplier of
seating and interior systems and services, energy management and integrated
facility management. Johnson Controls (NYSE: JCI), founded in 1885, has
headquarters in Milwaukee, Wisconsin. Its sales for 1998 totaled $12.6 billion.
This document contains statements that constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties. Actual results may vary materially from
those in the forward-looking statements as a result of any number of factors,
many of which are beyond the control of management. These important factors are
discussed in the MSX International Registration Statement on Form S-4 (dated
July 22, 1998).
MSX International headquarters is in Auburn Hills, Michigan. Visit MSX
International's website at http://www.msxi.com. MSX International news releases
are also available at http://www.prnewswire.com.
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