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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 31, 1999
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 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 5, 2000, we announced the acquisition of Satiz S.p.A. ("Satiz"), a
subsidiary of Fiat, S.p.A., effective December 31, 1999. The press release
announcing the acquisition is attached as Exhibit 99.1 to this Form 8-K. Satiz
is headquartered in Turin, Italy and specializes in magazine and technical
publishing including translation services, graphics, document systems, warehouse
and distribution services, and events. Satiz was founded in 1934 and became the
publishing center for the Fiat Group in 1994. Satiz employs over 500 people and
has annual revenues in excess of $120 million (240 billion lira). The
acquisition of Satiz further enhances our ability to provide global value added
services to our customers.
Pursuant to a stock purchase agreement (which will be filed with the SEC at a
later date) we acquired 75% of the outstanding common stock of Satiz for about
$10 million. At closing, Satiz had about $15 million of debt outstanding. The
remaining 25% of the outstanding common stock of Satiz is retained by Fiat.
Funding for the transaction was provided under our credit facility, as amended
and restated in December 1999. The required audited financial statements and
related pro forma financial data will be filed in a subsequent Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits:
99.1 Press Release dated January 5, 2000........................5
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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 hereunder duly authorized.
Dated: January 14, 2000
MSX INTERNATIONAL, INC.
By: /s/Frederick K. Minturn
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Frederick K. Minturn
Executive Vice President, Chief Financial Officer
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Exhibit Index
Exhibit
Number Description
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99.1 Press Release dated January 5, 2000
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EXHIBIT 99.1
[MSX INTERNATIONAL LOGO]
FOR IMMEDIATE RELEASE Bruce Wagner - Media
DATE: JANUARY 5, 2000 MSX INTERNATIONAL, INC.
248-844-4129
[email protected]
David Crittenden - Financial
MSX INTERNATIONAL, INC.
248-299-1077
[email protected]
MARIA TERESA SOLDATI - ITALY
SATIZ S.P.A
39-011-6866592
[email protected]
MSX INTERNATIONAL, INC. ACQUIRES SATIZ S.P.A., AN ITALIAN TECHNICAL SERVICES
COMPANY, FROM FIAT
AUBURN HILLS, MICHIGAN, DATE (1/5/00) -- MSX International, Inc. today announced
that it has acquired Satiz S.p.A., a subsidiary of Fiat, S.p.A. The company,
headquartered in Turin, Italy, specializes in magazine and technical publishing
including translation services, graphics, document systems, warehouse and
distribution services, and events. The company was founded in 1934 and became
the publishing center for the Fiat Group in 1994, which retains a minority
interest. It employs over 500 people with annual revenues over $120 million (240
billion lira).
"This acquisition gives MSX International a platform for its technical
publishing business services in Italy, and it further expands our capabilities
elsewhere in Europe," said Bill Billig, chairman and chief executive officer of
MSX International.
The services provided by Satiz are complementary in scope to several MSX
International business units. MSX International's Business, Technology and
Staffing Services Division delivers a complete range of publishing, staffing and
other technology-based business services to customers globally. This includes
global sourcing for technical staffing requirements, enhanced by MSX
International's recent investment in Quandoccorre S.r.l. and Quandoccorre
Interinale S.p.A., which are also based in Turin.
"Becoming part of a prestigious group such as MSX International is evidence of
our first-rate business success in recent years and our commitment to build our
business on a global basis," said Mr. Quadrino, Managing Director of Satiz.
Complementary services between MSX International and Satiz include: Internet and
Intranet-enabled publishing and document delivery services, training services,
global supplier networking, just-in-time document delivery to Europe, Asia and
the Americas, and technologies for improving customer satisfaction.
MSX International is a leading, global provider of technology-driven
engineering, business, and specialized staffing services. MSX International's
services enable customers to significantly improve their business performance by
adding value and helping them to achieve a competitive advantage.
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With annual sales exceeding $1 billion, MSX International employs more than
12,000 professional staff and contract personnel at over 60 operating locations
in 23 countries worldwide. MSX International offers its customers a wide range
of technology-driven services, both on-site and off-site, including product
engineering and manufacturing engineering; contract and temporary staffing;
training; purchasing support; marketing support; electronic document and
information storage and retrieval; process improvement consulting; and web and
information technology services.
MSX International's headquarters is in Auburn Hills, Michigan. Visit MSX
International's Web site at http://www.msxi.com. MSX International's news
releases are also available at http://www.prnewswire.com.
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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 MSX International's filings with the Securities and Exchange
Commission.
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