<PAGE> 1
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): August 28, 2000
KAYDON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 0-12640 13-3186040
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
315 East Eisenhower Parkway, Suite 300
Ann Arbor, Michigan 48108
(Address of principal executive offices)
Registrant's telephone number, including area code: (734) 747-7025
N/A
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets.
On August 28, 2000 (the "Closing Date"), pursuant to an Asset Purchase Agreement
dated as of August 11, 2000 (the "Tridan Purchase Agreement"), the Registrant
acquired substantially all of the assets of Tridan International, Inc.
("Tridan"). On the Closing Date, pursuant to an Asset Purchase Agreement dated
as of August 11, 2000 (the "Canfield Purchase Agreement"), the Registrant
acquired substantially all of the assets of Canfield Technologies, Inc.
("Canfield") and Environmental Alloys, Inc. ("Environmental Alloys"). On the
Closing Date, pursuant to a Stock Purchase Agreement and a Real Estate Purchase
Agreement, each dated as of August 11, 2000 (the "Indiana Precision Purchase
Agreements"), the Registrant acquired all of the issued and outstanding shares
of the capital stock of Indiana Precision, Inc. ("Indiana Precision") and
certain real estate formerly leased by Indiana Precision.
The aggregate purchase price for the transactions contemplated by the Tridan
Purchase Agreement, the Canfield Purchase Agreement, and the Indiana Precision
Purchase Agreements (collectively, the "Purchase Agreements") was approximately
$48.0 million, subject to applicable purchase price adjustments or
indemnification claims pursuant to the Purchase Agreements.
The transactions contemplated by the Purchase Agreements are acquisitions of
related businesses because Canfield, Environmental Alloys, Tridan, and Indiana
Precision are under common control and the consummation of each transaction was
conditioned on the consummation of all of the transactions.
The consideration provided for in the Purchase Agreements was determined by the
Registrant after a complete review of the business and negotiations between
representatives of the Registrant and Canfield, Environmental Alloys, Tridan,
and Indiana Precision. The acquisitions contemplated by the Purchase Agreements
were financed from the Registrant's available revolving credit facility.
Tridan is a manufacturer of specialty production equipment for the commercial
and residential air conditioning industry. Canfield and Environmental Alloys are
manufacturers of lead-free solders for the electronic, construction, and
specialty manufacturing industries. Indiana Precision is a manufacturer of
specialty tooling for the plastic packaging industry. The Registrant intends to
continue and expand the current operations of the businesses acquired.
1
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not required.
(b) Pro Forma Financial Information.
Not required.
(c) Exhibits. A list of Exhibits included as part of this report
is set forth in the Exhibit Index which immediately precedes
such exhibits and is incorporated herein by reference.
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.
KAYDON CORPORATION
/s/ Kenneth W. Crawford
Kenneth W. Crawford
Vice President and Corporate Controller
(Principal Accounting Officer)
Dated: September 5, 2000
2
<PAGE> 4
EXHIBIT INDEX
Exhibit. No. Description
2.1 Asset Purchase Agreement dated as of August 11, 2000, between
the Registrant and Tridan International, Inc. Such agreement
does not contain the schedules which are described in such
agreement. The Registrant will furnish a copy of the omitted
schedules to the Commission upon request.
2.2 Asset Purchase Agreement dated as of August 11, 2000 among the
Registrant and Canfield Technologies, Inc. and Environmental
Alloys, Inc. Such agreement does not contain the schedules
which are described in such agreement. The Registrant will
furnish a copy of the omitted schedules to the Commission upon
request.
2.3 Stock Purchase Agreement, dated as of August 11, 2000, among
the Registrant and Daniel V. Grossman, Charles F. Holmes, and
Jeffery A. Kunkel. Such agreement does not contain the
schedules which are described in such agreement. The
Registrant will furnish a copy of the omitted schedules to the
Commission upon request.
2.4 Real Estate Purchase Agreement, dated as of August 11, 2000,
by and between the Registrant and Tridan, LLC. Such agreement
does not contain the schedules which are described in such
agreement. The Registrant will furnish a copy of the omitted
schedules to the Commission upon request.
99 Press Release dated August 28, 2000.
