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): June 1, 2000
Met-Coil Systems Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-14057 42-1027215
State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
5486 Sixth Street SW
Cedar Rapids, Iowa 52404
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number including area code (319) 363-6566
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ITEM 5. OTHER EVENTS.
On June 1, 2000, Mestek, Inc. ("Mestek") and Met-Coil Systems
Corporation ("Met-Coil") issued a joint press release regarding the consummation
of the merger of Met-Coil into and with a wholly owned subsidiary of Mestek's
Formtek, Inc. subsidiary. Mestek hereby incorporates by reference the
information set forth in the above joint press release dated June 1, 2000, a
copy of which is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit
Number Description
99.1 Joint Press Release dated June 1, 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.
MET-COIL SYSTEMS CORPORATION
Date: June 1, 2000 By: /s/ Stephen M. Shea
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Stephen M. Shea
Senior Vice President - Finance
(Principal Financial and Accounting Officer)
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EXHIBIT 99.1
NEWS RELEASE
COMPANY CONTACT:
John E. Reed, Chairman of the Board
(413) 568-9571
Westfield, Massachusetts (June 1, 2000) - MESTEK, Inc., (NYSE "MCC") and
Met-Coil Systems Corporation (NASDAQ "METS") today announced the completion of
the merger of Met-Coil into a Mestek subsidiary. The total merger consideration
paid was approximately $33.3 million. Met-Coil, through its two operating
divisions, The Lockformer Company in Lisle, Illinois and Iowa Precision
Industries in Cedar Rapids, Iowa, manufactures advanced sheet metal forming
equipment, fabricating machinery and automated fabrication systems for the
global market. Met-Coil had net revenues of $36.7 million for the nine months
ended February 29, 2000.
Met-Coil will be operated as part of MESTEK's metal forming machinery
subsidiary, FORMTEK, Inc. MESTEK Chairman and CEO John E. Reed remarked,
"Combining the capabilities of Met-Coil and FORMTEK greatly expands the range of
solutions we can provide to metal forming and fabricating manufacturers and
extends our global reach. For customers in our HVAC products markets, this
merger is particularly compelling because it makes MESTEK more than a supplier
of quality-finished products. With the Lockformer and Iowa Precision lines,
MESTEK is now also the premier supplier of the ductwork fabrication machinery
many of our customers want for producing their own make-to-order parts."
FORMTEK, Inc. is a leading designer and manufacturer of high-speed machinery and
systems that process sheet metal into precision parts. In addition to Lockformer
and Iowa Precision Industries, the FORMTEK group includes
Cooper-Weymouth-Peterson, Rowe Machinery, Dahlstrom Industries and Hill
Engineering.
MESTEK, Inc. is a diversified manufacturer of heating, ventilating and air
conditioning equipment, metal hose and hose products, aluminum extrusions, sheet
metal processing machinery and business software systems.
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 the 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, risks associated with acquisitions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
their dates.
