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
October 21, 1999
Date of Report
(Date of earliest event reported)
ADVANCED TECHNICAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-01298 11-1581582
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
200 MANSELL COURT, EAST, SUITE 505
ROSWELL, GEORGIA 30076
(Address of principal executive offices)(Zip Code)
(770) 993-0291
Registrant's telephone number,
including area code)
NOT APPLICABLE
(Former name and former address, if changed since last report)
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Item 5. Other Events.
On October 21, 1999, at a Meeting of Stockholders of Advanced
Technical Products, Inc. (the "Company"), the stockholders of the Company
approved the Agreement and Plan of Merger (the "Merger Agreement") between the
Company, ATP Holding Corp. ("Veritas Holding") and ATP Acquisition Corp.
("Veritas Acquisition"), pursuant to which Veritas Holding will acquire the
Company. Veritas Acquisition is a wholly owned subsidiary of Veritas Holding
which is beneficially owned by The Veritas Capital Fund, LP.
The Merger Agreement was filed with the Commission as an
Exhibit to the Company's Form 8-K of September 13, 1999, and the terms of the
Merger Agreement were summarized in the Company's Proxy statement of October 1,
1999 and are incorporated by reference herein.
Notice of Early Termination of the waiting period under the
Hart-Scott-Rodino Premerger Notification statute was received by representatives
of the Company on October 14, 1999.
Consummation of the Merger is subject to Veritas Holding's and
Veritas Acquisition's obtaining financing in an amount sufficient to consummate
the Merger and the related transactions and to pay all fees and expenses in
connection therewith on terms and conditions reasonably satisfactory to them by
January 31, 2000.
<PAGE>
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.
Exhibit No. Description
99.1 Press Release dated October 22, 1999
<PAGE>
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.
ADVANCED TECHNICAL PRODUCTS, INC.
By: /s/ Garret L. Dominy
Name: Garret L. Dominy
Title: Executive Vice President
& Chief Financial Officer
Dated: November 2, 1999
265619
<PAGE>
EXHIBIT 99.1
<PAGE>
[Advanced Technical Products Logo]
ATP SHAREHOLDERS APPROVE MERGER AGREEMENT WITH VERITAS CAPITAL
Roswell, GA, October 22, 1999 - Advanced Technical Products, Inc. (Nasdaq:
ATPX), announced today that its shareholders have approved the Agreement and
Plan of Merger dated September 3, 1999 between ATP and a subsidiary of The
Veritas Capital Fund, L.P., with over 85% of the shareholders voting in favor of
the Agreement. The Agreement specifies that the stockholders of ATP will receive
in cash $14.50 per share. Pursuant to the terms of the Agreement, the Merger is
expected to be completed before January 31, 2000.
ATP is the parent corporation of five divisions that include Lincoln Composites,
Marion Composites, Lunn Industries, Alcore Inc., and Intellitec. The Company had
sales of $165 million in 1998. The Company designs, develops and manufactures
advanced composite based materials and products from continuous high strength
fibers which optimize structural performance while minimizing the components'
weight. ATP believes it is one of a very few with the ability to utilize
multiple processes, such as, autoclave lamination, filament winding, resin
transfer molding and metal bonding. Using these processes, the Company
manufactures products for the aerospace and defense markets, as well as for
commercial applications including oil and gas tubulars and fuel tanks for
Natural Gas Vehicles. The Company is also a leader in the development and
production of chemical defense systems.
This press release includes forward-looking statements regarding the present
intentions and expectations of management of ATP. Certain factors beyond ATP's
control could cause results to differ materially from those in these
forward-looking statements. Among these risk factors are the possibility that
the sale of Advanced Technical Products may not close due to the failure to
satisfy certain conditions including the satisfactory completion of certain
regulatory, third party and stockholder approval. Other risk factors include
general market conditions, dependence on the aerospace and defense industries,
the level of military expenditures and competition in the markets for ATP's
products, are more fully described in ATP's Form 10-K and other documents filed
with the Securities and Exchange Commission.
