SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
May 24, 2000
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ADVANCED TECHNICAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-01298 11-1581582
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.
incorporation
200 MANSELL COURT EAST, SUITE 505
ROSWELL GEORGIA, 30076
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:(770) 993-0291
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Item 5. Other Events.
On May 24, 2000, Advanced Technical Products, Inc. (the `Company')
announced that it received notice from representatives of the Veritas Capital
Fund, L.P. that Veritas terminated, effective immediately, the Merger Agreement,
dated January 28, 2000 by and among the Company and two affiliates of Veritas.
On May 24, 2000, the Company also announced that it received
alternative transaction proposals from representatives of Veritas and that the
Company's Board of Directors met and unanimously determined not to pursue those
alternative proposals.
On May 24, 2000, the Company also announced that its Board of Directors
unanimously elected James P. Hobt as Vice President, Chief Financial Officer
and Treasurer of the Company. Mr. Hobt has previously served as Corporate
Controller of the Company and, prior to that, served as assistant controller
of the Brunswick Technical Group of Brunswick Corporation.
Item 7. Exhibits.
99.1 Press Release issued by the Company on May 24, 2000
99.2 Press Release issued by the Company on May 24, 2000
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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, thereto duly authorized.
ADVANCED TECHNICAL PRODUCTS, INC.
By: /s/ Garrett L. Dominy
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Garrett L. Dominy
President and Chief Executive Officer
Date: June 8, 2000
<PAGE>
Exhibit 99.1
Advanced Technical Products Announces Termination Of Merger Agreement and
Alternative Proposals ROSWELL, Ga., May 24 /PRNewswire/ -- Advanced Technical
Products, Inc. (Nasdaq: ATPXE - news), today announced that it has received
notice from representatives of the Veritas Capital Fund, L.P. that Veritas
has terminated, effective immediately, the Merger Agreement, dated January 28,
2000 by and among the Company and two affiliates of Veritas.
As previously disclosed, on May 18, 2000, pursuant to the Merger Agreement,
the Company delivered to representatives of Veritas its audited financial
statements for fiscal year 1999, together with updated disclosures regarding the
Company and its business. The Company also received alternative transaction
proposals from representatives of Veritas. The Company's Board of Directors will
meet in the near future to consider these proposals and determine what response,
if any, is appropriate.
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. The Company
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.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: 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 ATP's results to differ materially from those in these
forward-looking statements. Risk factors including, but not limited to, 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 filings with the Securities and Exchange
Commission.
<PAGE>
Exhibit 99.2
Advanced Technical Products Announces Termination of Discussions with
Veritas ROSWELL, Ga., May 24 /PRNewswire/ -- Advanced Technical Products, Inc.
(Nasdaq: ATPXE - news), announced that its Board of Directors met today and
unanimously determined not to pursue the proposals made by Veritas in connection
with the termination of the Merger Agreement previously announced.
The Company also announced that its Board of Directors unanimously elected
James P. Hobt as Chief Financial Officer and Treasurer of the Company. Mr. Hobt
had previously served as Corporate Controller of the Company and, prior to that,
served as assistant controller of the Brunswick Technical Group of Brunswick
Corporation.
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. The Company
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.
`Safe Harbor' Statement Under the Private Securities Litigation Reform Act of
1995: 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 ATP's results to differ materially from those in these
forward-looking statements. Risk factors including, but not limited to, 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 filings with the Securities and Exchange
Commission.
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