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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: April 27, 2000
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BRUNSWICK TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Maine
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(State or Other Jurisdiction of Incorporation)
0-22089 01-0405052
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(Commission File Number) (I.R.S. Employer Identification No.)
43 Bibber Parkway, Brunswick, Maine 04011
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(Address of Principal Executive Offices) (Zip Code)
(207) 729-7792
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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TABLE OF CONTENTS
FORM 8-K
April 21, 2000
Item Page
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Item 5. Other Events 2
Item 7. Financial Statements and Exhibits 2
Signature 3
Exhibits E-1
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ITEM 5. OTHER EVENTS.
On April 27, 2000, the Company filed a press release, the text of which is
appended as an Exhibit to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
No. Title
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99 April 27, 2000 Press Release.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Brunswick Technologies, Inc.
Dated: April 27, 2000 By: /s/ Martin S. Grimnes
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Martin S. Grimnes
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Title
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99 April 27, 2000 Press Release.
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CONTACTS:
Phil Harmon Citigate Sard Verbinnen
Brunswick Technologies Inc. David Reno/Andrew Cole
(207) 729-7792 (212) 687-8080
BRUNSWICK TECHNOLOGIES FILES COMPLAINT AGAINST SAINT-GOBAIN
AND AFFILIATES ALLEGING UNLAWFUL TENDER OFFER
BRUNSWICK, MAINE, APRIL 27, 2000, Brunswick Technologies, Inc. (Nasdaq:
BTIC) ("BTI") announced today that it filed suit in federal district court in
Portland, Maine seeking injunctive and other relief against CertainTeed
Corporation, a wholly owned subsidiary of Compagnie de Saint Gobain (Paris,
France) and related affiliates in connection with CertainTeed's April 20, 2000
tender offer for all of the outstanding common shares of BTI not already owned
by its subsidiary, Vetrotex CertainTeed Corporation.
In the action, BTI has alleged that CertainTeed and its affiliates, the
owner of approximately 14% of the outstanding common shares of and a major
supplier to BTI, violated Sections 13(d) and 14(d) of the Securities Exchange
Act by failing to make timely amendments to its Schedule 13D disclosing its
intent to acquire control of BTI, and by failing to comply with SEC requirements
concerning the delivery to BTI of its tender offer materials. In addition, BTI's
5 Count Complaint alleges that the actions of CertainTeed and its affiliates
have violated Maine state law.
As part of the relief requested, BTI has asked in the best interests of
all BTI shareholders that the federal district court enter an interim order
temporarily halting CertainTeed's tender offer for 30 days, so that BTI's Board
of Directors can undertake a reasoned and expeditious evaluation of the terms
and conditions of the tender offer and make a recommendation to its
shareholders.
Examples of products manufactured with BTI engineered reinforcements
include: ballistic armor, boats, snowboards, railcars, truck panels, wind
blades, airframe structures, automotive parts, marine pilings, bridges, and
offshore oil and gas production equipment. BTI has manufacturing facilities in
the Maine, Texas and the UK.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Matters discussed in this news release, including any discussion of or impact,
expressed or implied, on the Company's anticipated revenue growth, operating
results and future earnings
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CONFIDENTIAL DRAFT -- 04/27/00
2
per share contain forward-looking statements (identified by the words "expect",
"estimate", "project", "plans", "believe", and similar expressions) that involve
known and unknown risks and uncertainties. For these statements the company
claims the protection of the safe harbor of the private Securities Litigation
Reform Act of 1995. The company's results may differ significantly from the
results indicated by such forward-looking statements. The Company's future
results are dependent upon general economic conditions, the availability of
supplies of fiberglass, the ability to expand new and existing markets,
competition from competing product lines from both fiberglass and non-fiberglass
suppliers, the ability to manage growth in inventory, the stability of its
customers' capital spending plans and the ability of the company to obtain
necessary capital from time to time. These and other risks are detailed from
time to time in the Company's SEC reports, including Form 10K for the year ended
December 31, 1999.
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