<PAGE>
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): February 10, 2000
GENTEK INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
001-14789 02-0505547
(Commission File No.) (IRS employer identification no.)
Liberty Lane, Hampton, New Hampshire 03842
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (603) 929-2606
<PAGE>
ITEM 5: OTHER EVENTS
GenTek Inc. ("GenTek") has distributed rights (the "Rights") to
subscribe for newly issued shares of the company's common stock (the "Common
Stock") for $9.43 per share to its shareholders of record as of January 24, 2000
(the "Rights Offering"). Under the terms of the Rights Offering, holders of
Common Stock received, at no cost, 0.20 of a Right for each share of Common
Stock held by them on January 24, 2000. Each whole Right entitles the holder to
purchase one share of Common Stock for $9.43 per share. The Rights Offering had
been set to expire on February 14, 2000. However, on February 10, 2000 GenTek
extended the expiration date of the Rights Offering to 5:00 p.m. Eastern
Standard Time on February 22, 2000. Rights not exercised by that date will be
null and void. The Rights and the Common Stock to be issued upon the exercise of
the Rights have been registered under the Securities Act of 1933 pursuant to
Amendment No.2 to the Registration Statement on Form S-1 (file No. 333-94297) of
GenTek, declared effective by the Securities and Exchange Commission on January
21, 2000, which is incorporated herein by reference.
GenTek issued an earnings release setting forth the company's financial
results for the twelve months ended December 31, 1999 on February 10, 2000. Such
earnings release is filed herewith as Exhibit 20.02.
2
<PAGE>
ITEM 7: EXHIBITS
The following documents are filed as exhibits hereto:
20.01 Letter to Shareholders of GenTek, dated February 10, 2000,
regarding the extension of the expiration date of the Rights
Offering to 5:00 p.m. Eastern Standard Time on February 22,
2000.
20.02 Press Release, dated February 10, 2000, regarding the
financial results of GenTek for the twelve months ended
December 31, 1999.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENTEK INC.
By: /s/Michael R. Herman
---------------------------------
Name: Michael R. Herman
Title: Vice President and General Counsel
Dated: February 15, 2000
3
<PAGE>
[LOGO]
February 10, 2000
Dear Shareholders:
As you know, GenTek Inc. ('GenTek') has distributed rights (the 'Rights') to
subscribe for newly issued shares of the company's common stock for $9.43 per
share to its shareholders of record as of January 24, 2000 (the 'Rights
Offering'). Under the terms of the Rights Offering, holders of common stock of
GenTek received, at no cost, 0.20 of a Right for each share of common stock held
by them on January 24, 2000. The Rights Offering had been set to expire on
February 14, 2000. WE ARE PLEASED TO ANNOUNCE THAT THE EXPIRATION DATE OF THE
RIGHTS OFFERING HAS BEEN EXTENDED TO 5:00 P.M. EASTERN STANDARD TIME ON
FEBRUARY 22, 2000. Rights not exercised by that date will be null and void.
Please note that all other terms of the Rights Offering remain the same.
GenTek's earnings statement for the fourth quarter of 1999 is enclosed. You
should consult the enclosed earnings statement in conjunction with your
prospectus for the Rights Offering.
The prospectus for the Rights Offering and subscription warrants evidencing
the Rights have been mailed to GenTek's shareholders of record by ChaseMellon
Shareholder Services, L.L.C., the subscription agent for the Rights Offering.
Please contact ChaseMellon Consulting Services, LLC, the information agent for
the Rights Offering, if you have not received a prospectus, or if you have any
questions regarding the Rights Offering. You may call ChaseMellon toll free at
1 (888) 566-9477.
Sincerely,
/s/ Todd M. Duchene
-------------------
Todd M. DuChene
Secretary
<PAGE>
NEWS
<TABLE>
<S> <C>
Media Contact: Norm Ritter (603) 929-2322
Investor Contact: Matt Murphy (603) 929-2376
</TABLE>
GENTEK REVENUES UP 187% ON TELECOM-EQUIPMENT ACQUISITION; EBITDA RISES 151%,
EXCLUDING NONRECURRING ITEMS
HAMPTON, N.H., February 10, 2000 -- Revenues of GenTek Inc. (NYSE: GK)
increased 187% to $322.7 million in the three months ended Dec. 31, 1999, from
sales of $112.5 million in the fourth quarter of 1998. Income from continuing
operations was $9.0 million, or 42 cents per diluted share, compared with $14.1
million, or 65 cents per share, in the fourth quarter of 1998. Net income in the
latest period was $9.0 million, or 42 cents per share, compared with $15.1
million, or 69 cents per share, in the fourth quarter of 1998.
The 1998 period included nonrecurring charges of $21.9 million ($13.2
million net of tax) and a nonrecurring gain of $19.5 million related to an
income-tax settlement. Excluding these items, fourth-quarter 1998 income from
continuing operations would have been $7.8 million, or 36 cents per diluted
share.
'GenTek's 1999 results reflect the continuing growth of our historical
manufacturing businesses as well as three major 1999 acquisitions that
significantly expanded our positions in telecommunications equipment and
automotive components, ' Paul M. Montrone, chairman and principal shareholder,
said. 'In the fourth quarter, Krone A.G., our newly acquired
telecommunications-equipment subsidiary, contributed 31% of our total revenues,
signaling a significant shift in the composition of our business portfolio. We
are excited about our growth prospects and continue to pursue strategic
opportunities in telecommunications and our other high-growth businesses.'
For the full year 1999, sales increased 110% to $932.0 million from $443.9
million last year. Income from continuing operations before extraordinary item
and a nonrecurring second-quarter charge ($3.7 million after tax) primarily
related to the April spinoff from The General Chemical Group Inc., was $40.5
million, or $1.90 per share. Income from continuing operations in 1998 excluding
extraordinary and nonrecurring charges was $34.8 million, or $1.59 per share.
Net income in 1999 was $32.9 million, or $1.54 per diluted share, compared
with $47.7 million, or $2.18 per diluted share, in 1998. The 1999 results
include income from discontinued operations of $1.0 million, or five cents per
diluted share, compared with $10.3 million, or 47 cents per diluted share, in
1998.
Earnings from continuing operations before interest, taxes, depreciation and
amortization (EBITDA), excluding the nonrecurring charges described above, rose
151% to $56.2 million and 78% to $169.9 million for the fourth quarter and full
year 1999, respectively, compared with $22.4 million and $95.7 million in the
corresponding 1998 periods. EBITDA excludes extraordinary and nonrecurring
charges.
<PAGE>
GenTek Inc. is a technology-driven manufacturer of telecommunications
equipment, automotive components and performance chemicals. The company
maintains global leadership positions in a number of high-growth markets,
including connectors for telecommunications and data networks, precision
automotive valve-train components, and performance chemicals for electronic,
technology, and pharmaceutical markets.
###
This announcement includes forward-looking statements. GenTek has based
these forward-looking statements on its current expectations and projections
about future events. Although GenTek believes that its assumptions made in
connection with the forward-looking statements are reasonable, no assurances can
be given that its assumptions and expectations will prove to have been correct.
These forward-looking statements are subject to various risks, uncertainties and
assumptions. GenTek undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this announcement might not occur.
<PAGE>
GENTEK INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues.......................................... $322.7 $112.5 $932.0 $443.9
Cost of sales..................................... 233.7 91.7(1) 687.6 326.6(1)
Selling, general and administrative expenses...... 52.0 25.3 132.0(2) 65.6
------ ------ ------ ------
OPERATING PROFIT (LOSS)....................... 37.0 (4.5) 112.4 51.7
Interest expense.................................. 16.1 4.0 41.5 14.6
Other (income) expense, net....................... 1.6 -- (0.1) (0.2)
------ ------ ------ ------
INCOME FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND EXTRAORDINARY ITEM......... 19.3 (8.5) 71.0 37.3
Income tax (benefit) expense...................... 10.3 (22.6)(3) 34.2 (3.8)(3)
------ ------ ------ ------
INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEM.......................... 9.0 14.1 36.8 41.1
Income from discontinued operations (net of
tax)............................................ -- 1.0 1.0 10.3
------ ------ ------ ------
INCOME BEFORE EXTRAORDINARY ITEM.............. 9.0 15.1 37.8 51.4
Extraordinary item -- loss from early
extinguishment of debt (net of tax)............. -- -- (4.9) (3.7)
------ ------ ------ ------
NET INCOME.................................... $ 9.0 $ 15.1 $ 32.9 $ 47.7
------ ------ ------ ------
------ ------ ------ ------
Weighted average common shares.................... 21.0 20.9 21.0 21.1
Weighted average common and equivalent shares..... 21.4 21.6 21.4 21.9
Earnings per share from continuing operations
-- Basic...................... $ 0.43 $ 0.67 $ 1.76 $ 1.95
-- Diluted.................... $ 0.42 $ 0.65 $ 1.72 $ 1.88
Earnings per share
-- Basic...................... $ 0.43 $ 0.72 $ 1.57 $ 2.27
-- Diluted.................... $ 0.42 $ 0.69 $ 1.54 $ 2.18
</TABLE>
- ---------
(1) 1998 includes a one-time charge of $12.1 million ($7.3 million after tax)
due to an asset impairment writedown and incremental environmental and
litigation accruals of $9.8 million ($5.9 million after tax).
(2) 1999 includes a one-time charge of $6.2 million ($3.7 million after tax)
related to the spinoff.
(3) 1998 income tax includes a nonrecurring gain of $19.5 million related to an
income tax settlement.
