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UNITED STATES
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): MARCH 14, 2000
MET-COIL SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION
0-14057 42-1027215
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
5486 SIXTH STREET, SW, CEDAR RAPIDS, IOWA 52404
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(319) 363-6566
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On March 14, 2000, Met-Coil Systems Corporation, a Delaware corporation
(the "Company"), announced the execution of an agreement and plan of
reorganization with a subsidiary of Mestek, Inc., a Pennsylvania corporation,
("Mestek"). Attached as Exhibit 99.1, and incorporated herein by reference, is a
joint press release by the Company and Mestek announcing the merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
Exhibit 99.1 - Joint Press Release issued by Met-Coil Systems
Corporation and Mestek, Inc. on March 14, 2000
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.
MET-COIL SYSTEMS CORPORATION
Date: March 14, 2000 By: /s/ Randall J. Stodola
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Randall J. Stodola
Vice President, Controller and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Page No.
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Exhibit 99.1 -- Joint Press Release issued by Met-Coil 4
Systems Corporation and Mestek, Inc.
on March 14, 2000
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Exhibit 99.1
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Immediately Raymond H. Blakeman
MESTEK, INC. ENTERS INTO AGREEMENT TO ACQUIRE MET-COIL SYSTEMS
CORPORATION FOR CASH
CHICAGO, IL - (BUSINESS WIRE) - MARCH 14, 2000 - Mestek, Inc.
(NYSE:MCC) and Met-Coil Systems Corporation (Nasdaq:METS) announced today that
they have entered into a definitive merger agreement under which Met-Coil will
be merged into a wholly-owned subsidiary of Mestek's Formtek, Inc. subsidiary,
for approximately $32 million.
In the merger, stockholders would receive $7.10 in cash for each share
of common stock. The merger is subject to approval by Met-Coil's stockholders at
a special meeting and to review under the Hart-Scott-Rodino Act. All other
conditions will be further described in a proxy statement to be mailed to
Met-Coil's stockholders.
Note regarding Private Securities Litigation Reform Act: Statements
made in this press release which are not historical facts, including
projections, statements of plans, objectives, expectations, or future economic
performance, are forward-looking statements that involve risks and uncertainties
and are subject to the safe harbor created by the Private Securities Litigation
Reform Act of 1995. Mestek's and Met-Coil's future performance could differ
significantly from that set forth herein, and from the expectations of
management. Important factors that could cause Mestek's or Met-Coil's financial
performance to differ materially from past results and from those expressed in
any forward-looking statements include, without limitation, risks associated
with integration following the merger, variability in quarterly operating
results, customer concentration, product acceptance, long sales cycle, long and
varying delivery cycles, dependence on business partners, emerging technological
standards, and risks associated with acquisitions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
their dates.
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