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
AUGUST 9, 2000
(Date of Report)
Date of earliest event reported: July 25, 2000
CHEMFAB CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-12767 03-0221503
(Commission File Number) (I.R.S. Employer Identification No.)
701 DANIEL WEBSTER HIGHWAY
P.O. BOX 1137
MERRIMACK, NEW HAMPSHIRE 03054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(603) 424-9000
<PAGE>
ITEM 5. OTHER EVENTS.
On July 25, 2000, Chemfab Corporation ("Chemfab"), Norton Company, a
Massachusetts corporation and an indirect wholly-owned subsidiary of Compagnie
de Saint-Gobain, a French corporation ("Purchaser"), and PPLC Acquisition
Corp., a Delaware corporation and and indirect wholly-owned subsidiary of
Purchaser ("Merger Sub"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference. The following summary of the Merger Agreement
is qualified in its entirety by reference to the Merger Agreement. The Merger
Agreement provides, subject to certain conditions as described therein, for the
commencement by Merger Sub of a cash tender offer (the "Offer") to purchase all
of the outstanding shares of Chemfab's common stock, par value $0.10 per share,
at a price of $18.25 per share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase and the related
Letter of Transmittal filed by Saint-Gobain, Purchaser and Merger Sub with the
Securities and Exchange Commission on August 2, 2000 (collectively, the "Offer
Documents") and, together with the Company's recommendation of the tender offer,
mailed to the Company's shareholders on the same date. The obligation of Merger
Sub to accept for payment and pay for any shares tendered pursuant to the Offer
is subject to at least a majority of the outstanding shares on a fully diluted
basis being validly tendered and certain other conditions that are described in
the Offer Documents.
The Merger Agreement further provides, that, among other things, as soon
as practicable after the consummation of the Offer and the satisfaction or
waiver of the other conditions set forth in the Merger Agreement and in
accordance with the applicable provisions of the Delaware General Corporation
Law (the "DGCL"), Merger Sub will be merged with and into Chemfab (the
"Merger"), whereupon the separate existence of Merger Sub will cease and
Chemfab will continue as the surviving corporation and a wholly-owned
subsidiary of Purchaser. Upon consummation of the Merger, each outstanding
share (other than (i) shares held by Chemfab or shares held by Purchaser,
Merger Sub or any subsidiary of Purchaser or Merger Sub, and (ii) any shares
held by any holder who has not voted in favor of the Merger or consented thereto
in writing and who has demanded appraisal for such shares in accordance with
the DGCL) will be converted into and represent the right to receive $18.25
in cash, without interest.
On July 25, 2000, Purchaser and Chemfab issued a joint press release
announcing the execution of the Merger Agreement. A copy of the press release
is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
99.1 Agreement and Plan of Merger, dated as of July 25, 2000, by and
among Chemfab Corporation, Norton Company and PPLC Acquisition
Corp.
99.2 Joint Press Release dated July 25, 2000
<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.
Date: August 9, 2000 CHEMFAB CORPORATION
/s/ John W. Verbicky
By: -------------------------------------
John W. Verbicky
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit
99.1 Agreement and Plan of Merger, dated as of July 25, 2000, by and among
Chemfab Corporation, Norton Company and PPLC Acquisition Corp.
99.2 Joint Press Release dated July 25, 2000.
