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) December 6, 1999
Cade Industries, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 0-12808 39-1371038
(State or other jurisdiction of (Commission (IRS Employer
incorporation File Number) Identification No.)
2365 Woodlake Drive, Suite 120, 48864
Okemos Michigan
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (517) 347-1333
(Former name or former address, if changed since last report.)
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Item 1. Change in Control of Registrant.
On December 6, 1999, Sphere Corporation, a Wisconsin corporation
("Purchaser") and a wholly-owned subsidiary of United Technologies Corporation,
a Delaware corporation ("Parent"), paid for and thereby acquired over 87% of the
outstanding shares of common stock, par value $.001 per share, including the
associated common stock purchase rights (together with the common stock, the
"Shares") of Cade Industries, Inc. (the "Company"). This acquisition was made by
a cash tender offer by Purchaser to acquire all of the outstanding Shares for
$5.05 per share (the "Offer"), pursuant to an Agreement and Plan of Merger by
and among the Company, Purchaser and Parent, dated as of October 21, 1999 (the
"Merger Agreement"). The total consideration paid by Purchaser to acquire such
Shares was approximately $95.4 million. Purchaser obtained such funds from
Parent and Parent obtained such funds from available cash on hand.
Parent and Purchaser intend to consummate a merger of Purchaser and the
Company, as the second and final step in the acquisition of all outstanding
Shares by Parent (the "Merger"). At the effective time of the Merger each
outstanding Share (other than Shares owned by Parent, Purchaser or any
subsidiary of Parent, Purchaser or the Company or held in the treasury of the
Company or held by shareholders who properly exercise dissenters' rights, if
any), will by virtue of the Merger be canceled and converted into the right to
receive $5.05 per Share in cash, without interest thereon.
Pursuant to the Merger Agreement, promptly following the purchase by
Purchaser of Shares pursuant to the Offer, Purchaser, as beneficial owner of
over 87% of the Shares, designated 5 directors ("Parent Designees") to the
Company's Board of Directors (the "Board"). On December 6, 1999 the Board
accepted the resignations of all of the directors, except for Richard A. Lund,
and simultaneously appointed the Purchaser Designees. The Purchaser Designees
are Chester Paul Beach, Robert H. Harvey, Robert F. Leduc, Jothi
Purushotaman, and Robert B. Weiner.
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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.
Date: December 9, 1999 By: /s/ Stephen B. Swigert
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Name: Stephen B. Swigert
Title: Secretary
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EXHIBIT INDEX
Exhibit No. Description
Not applicable.
