SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
Current Report
Pursuant to Section 13 to 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 10, 2000
MESTEK, INC.
(Exact name of registrant as specified in Charter)
Pennsylvania 1-448 25-0661650
State of jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
260 North Elm Street, Westfield, Massachusetts 01085
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (413) 568-9571
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Item 5. Other Events
On January 7, 2000, Mestek, Inc. (the "Company") established a record date of
January 18, 2000 (the "Record Date") for the distribution of all of the common
stock of its wholly owned subsidiary, MCS, Inc. ("MCS") to the Company's
shareholders (the "Distribution"). The Distribution will be made on a pro rata
basis so that each of the Company's shareholders will receive one uncertificated
share of MCS common stock for each share of the Company's common stock held by
such shareholder as of the Record Date. No MCS share certificates will be
delivered. MCS will maintain uncertificated share accounts pending the vote of
the MCS shareholders, described below. The MCS shares will be subject to a
restriction prohibiting their transfer for one hundred twenty (120) days after
the Distribution, and will not be listed on any domestic or international stock
exchange. The Distribution shall be effected on a date to be determined by a
special committee of the Mestek Board of Directors without any further action
required by the Mestek shareholders.
The Distribution is being made in connection with the proposed merger of MCS
with and into Simione Central Holdings, Inc. ("Simione"), a Delaware
corporation, as more fully described in the Second Amended and Restated
Agreement and Plan of Merger and Investment Agreement dated October 25, 1999.
MCS has set January 18, 2000 as the record date for determination of those
shareholders of MCS entitled to vote upon the proposed merger of MCS and Simione
and selecting designees for appointment and election to the Board of Directors
of Simione. The MCS shareholders as of the date of the Distribution will hold a
special meeting to approve the merger on a date to be determined by a special
committee of the MCS Board of Directors.
Item 7. Financial Statements and Exhibits
Exhibits:
Exhibit No. Description
10.1 Second Amended and Restated Agreement and Plan of Merger and
Investment Agreement dated October 25, 1999.*
* Incorporated by reference from the Form 10 filed by MCS, Inc. with the
Securities and Exchange Commission on October 26, 1999, File No. 000-27829.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on it behalf by the
undersigned.
Mestek, Inc.
Dated: January 10, 2000 By:/S/ STEPHEN M. SHEA
Stephen M. Shea
Senior Vice President - Finance
Chief Financial Officer
