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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): NOVEMBER 13, 2000
MAGNETEK, INC.
(Exact Name Of Registrant As Specified In Its Charter)
DELAWARE 1-10233 95-3917584
(State Or Other Jurisdiction (Commission File Number) (IRS Employer
Of Incorporation) Identification No.)
10900 WILSHIRE BOULEVARD
SUITE 850
LOS ANGELES, CALIFORNIA 90024
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (310) 208-1980
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 13, 2000, MagneTek, Inc., a Delaware corporation (the
"Registrant"), acquired all of the outstanding capital stock of J-Tec, Inc., an
Ohio corporation (the "Company"), pursuant to the terms of the Stock Purchase
Agreement (the "Agreement"), dated as of October 31, 2000, among the Registrant,
the Company and Ted W. Abney, the sole shareholder of the Company (the
"Shareholder"). A copy of the Agreement is included herein as Exhibit 2.1. The
Company is a power systems integrator serving the United States
telecommunications market and is active in installation projects involving fiber
optic terminals, high-speed multiplexers, digital switches, large-scale energy
stations and DC power plants. In exchange for the Shares, the Registrant paid to
the Shareholder $24 million in cash, $3 million of which shall be held in escrow
pursuant to the terms of the Escrow Agreement, dated as of November 13, 2000,
among the Registrant, Shareholder and First Tennessee Bank National Association
(the "Escrow Agreement"). A copy of the Escrow Agreement is included herein as
Exhibit 2.2. The consideration paid by the Registrant for the Shares was
negotiated at arm's length between the parties on the basis of the Registrant's
assessment of the value of the Company and the Shares following an investigation
of and discussions with the Company. The Shareholder has agreed to be employed
by the Registrant for a period of one year. To the Registrant's knowledge, there
is no other material relationship between the Shareholder and the Registrant or
any of its affiliates, any director or officer of the Registrant, or any
associate of any such director or officer. A copy of a press release issued by
the Registrant announcing the completion of the acquisition is included herein
as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The required financial statements are not currently available. Pursuant
to paragraph (a)(4) of Item 7, the required historical financial information
will be filed or incorporated by reference as soon as practicable, but in no
event later than January 29, 2001.
(b) Pro Forma Financial Information.
The required pro forma financial information is not currently
available. Pursuant to paragraph (b)(2) of Item 7, the required the pro forma
financial information will be filed as soon as practicable, but in no event
later than January 29, 2001.
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(c) Exhibits
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EXHIBIT NO. DESCRIPTION
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2.1 Stock Purchase Agreement, dated as of October 31,
2000, by and among the Registrant, the Company and
the Shareholder.
2.2 Escrow Agreement, dated as of November 13, 2000,
among the Registrant, Shareholder and First
Tennessee Bank National Association.
99.1 Press Release, dated November 13, 2000, announcing
the completion of the acquisition.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be filed on its behalf by
the undersigned hereunto duly authorized.
Date: November 27, 2000
MagneTek, Inc.
By /s/ DAVID REILAND
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David Reiland
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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2.1 Stock Purchase Agreement, dated as of October 31, 2000, by and
among the Registrant, the Company and the Shareholder.
2.2 Escrow Agreement, dated as of November 13, 2000, among the
Registrant, Shareholder and First Tennessee Bank National
Association.
99.1 Press Release, dated November 13, 2000, announcing the completion
of the acquisition.
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