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Previous: DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND INC, 485BPOS, 2000-04-27 |
Next: UNIROYAL TECHNOLOGY CORP, 8-K, 2000-04-27 |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date or earliest event reported) April 27, 2000
--------------
UNIROYAL TECHNOLOGY CORPORATION
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware
-----------------------------------
(State of other jurisdiction of incorporation)
0-20686 65-0341868
- ------------------ --------------------------------
(Commission File Number) (IRS Employer Identification No.)
Two North Tamiami Trail, Suite 900
Sarasota, Florida 34236
- ------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 361-2100
--------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
1
<PAGE>
ITEM 5. OTHER EVENTS
Pursuant to an Asset Purchase Agreement dated as of December
24, 1999, among Spartech Corporation ("Spartech"), High Performance
Plastics, Inc. ("HPPI"), Uniroyal HPP Holdings, Inc. and Uniroyal
Technology Corporation (the "Company"), HPPI, a wholly owned subsidiary
of the Company, sold substantially all of its assets to Spartech for
approximately $216 million in cash. The transaction was closed on
February 28, 2000. Copies of the Asset Purchase Agreement, without
exhibits, and the Amendment to Asset Purchase Agreement have been
previously filed in our Form 8-K dated March 14, 2000. Restated
unaudited pro forma condensed financial information is appended to this
report as Exhibit 99.1.
ITEM 7. EXHIBITS
99.1 Unaudited Pro Forma Condensed Financial Information
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
UNIROYAL TECHNOLOGY CORPORATION
Date: April 27, 2000 By: /s/ George J. Zulanas, Jr.
---------------------------------------------
George J. Zulanas, Jr., Executive Vice President,
Treasurer and Chief Financial Officer
2
Exhibit 99.1 - Selected Unaudited Condensed Pro Forma Financial Information
The following unaudited pro forma financial information of Uniroyal Technology
Corporation ("the Company") consists of the unaudited pro forma condensed
balance sheet as of January 2, 2000 and the unaudited pro forma condensed
statements of operations for the fiscal year ended September 26, 1999 and the
three month period ended January 2, 2000 (collectively, the "Pro Forma
Statements"). The Pro Forma Statements give effect to the consummation of the
sale to Spartech Corporation ("Spartech") of certain assets and the assumption
and satisfaction of certain liabilities of the Company's wholly-owned subsidiary
High Performance Plastics, Inc. ("HPPI") for cash proceeds of approximately
$216,000,000 as if it had occurred, in the balance sheet on January 2, 2000, and
in the case of the statements of operations, at the beginning of the fiscal year
ended September 26, 1999.
The Pro Forma Statements do not purport to represent what the Company's
financial position or results of operations would have been if the sale had in
fact occurred at January 2, 2000 and in the case of the condensed statements of
operations at September 28, 1998 or to project the Company's financial position
or results of operations at any future date or for any future periods.
On March 14, 2000, the Company filed a Form 8-K which included Unaudited Pro
Forma Financial Information that reflected unaudited pro forma adjustments
giving effect to the sale of HPPI as if it had been consummated in the balance
sheet on January 2, 2000 and in the case of the statement of operations, at the
beginning of the Fiscal year ended September 26, 1999. The following unaudited
pro forma does not include certain of those pro forma adjustments.
<PAGE>
UNIROYAL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS
January 2, 2000
------------------------------------------------
DISPOSITION OF HIGH
PERFORMANCE
HISTORICAL (1) PLASTICS, INC. PRO FORMA
---------- -------------- ---------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 128 $ - $ 128
Trade accounts receivable - net 3,740 - 3,740
Inventories 9,782 - 9,782
Deferred income taxes 2,306 - 2,306
Prepaid expenses and other current assets 4,184 - 4,184
---------- ----------- -----------
Total current assets 20,140 - 20,140
Property, plant and equipment - net 44,695 - 44,695
Property, plant and equipment held for sale 4,217 - 4,217
Note receivable 5,000 - 5,000
Goodwill - net 1,296 - 1,296
Deferred income taxes - net 16,680 - 16,680
Other assets - net 10,191 - 10,191
---------- ----------- -----------
TOTAL ASSETS $ 102,219 $ - $ 102,219
========== =========== ===========
</TABLE>
<PAGE>
UNIROYAL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
January 2, 2000
------------------------------------------------
DISPOSITION OF HIGH
PERFORMANCE
HISTORICAL (1) PLASTICS, INC. PRO FORMA
---------- -------------- ---------
<S> <C> <C> <C>
Current liabilities:
Current portion of long-term debt $ 5,086 $ 157(3) $ 5,243
Trade accounts payable 10,727 - 10,727
Net liabilities of discontinued operations 4,789 (4,789)(2) -
Accrued expenses:
Compensation and benefits 6,090 - 6,090
Interest 182 - 182
Taxes, other than income 408 - 408
Other 1,039 - 1,039
--------- --------- ---------
Total current liabilities 28,321 (4,632) 23,689
Long-term debt 24,016 158(3) 24,174
Other liabilities 15,329 - 15,329
--------- --------- ---------
Total liabilities 67,666 (4,474) 63,192
--------- --------- ---------
Minority interest 2,411 - 2,411
Stockholders' equity:
Common stock 300 - 300
Additional paid-in capital 58,447 - 58,447
(Deficit) retained earnings (3,692) 4,474(2) 782
--------- --------- ---------
55,055 4,474 59,529
Less treasury stock at cost (22,913) - (22,913)
--------- --------- ---------
Total stockholders' equity 32,142 4,474 36,616
--------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$ 102,219 $ - $ 102,219
========= ========= =========
</TABLE>
<PAGE>
(1) Historical information has been retroactively restated for the
discontinued operations of Uniroyal's High Performance Plastics
Segment, which was disposed of subsequent to September 26, 1999. Such
disposition was consummated on February 28, 2000, on which date the
gain on the sale was comprised of the following significant estimated
amounts:
Net cash proceeds $ 103,500
Deferred tax liability (2,474)
Income taxes payable (26,800)
Post-retirement benefits (6,300)
Net liabilities of discontinued
operations 4,789
(2) Represents the elimination of the net liabilities acquired by Spartech
in accordance with the asset purchase agreement.
(3) Represents High Performance Plastics, Inc. debt retained by the
Company.
<PAGE>
UNIROYAL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 26, 1999
-----------------------------------------------
DISPOSITION OF HIGH
PERFORMANCE
HISTORICAL (1) PLASTICS, INC. PRO FORMA
---------- -------------- ---------
<S> <C> <C> <C>
Net sales $ 201,433 $ (130,219) $ 71,214
Costs, expenses and (other income):
Costs of goods sold 147,047 (93,367) 53,680
Selling and administrative 33,814 (15,538) 18,276
Depreciation and other amortization 9,157 (5,652) 3,505
Gain on sale of division (667) - (667)
Gain on sale of preferred stock investment (898) - (898)
Loss on assets to be disposed of 144 (144) -
----------- ------------- ----------
Income (loss) before interest, income taxes
and minority interest 12,836 (15,518) (2,682)
Interest (expense) income - net (9,352) 8,574 (778)
----------- ------------- ----------
Income (loss) before income taxes and minority
joint venture 3,484 (6,944) (3,460)
Income (loss) tax (expense) benefit (155) 2,675 2,520
----------- ------------- ----------
Income (loss) before minority interest 3,329 (4,269) (940)
Minority interest in losses of consolidated
joint venture 2,191 - 2,191
----------- ------------- ----------
Income (loss) from continuing operations $ 5,520 $ (4,269) $ 1,251
=========== ============= ==========
Income from continuing operations per share:
Basic $ 0.23 $ 0.05
=========== ==========
Assuming dilution $ 0.21 $ 0.05
=========== ==========
Average number of shares used in computation (3):
Basic 24,315,992 24,315,992
Assuming dilution 26,572,668 26,572,668
</TABLE>
<PAGE>
UNIROYAL TECHNOLOGY CORPORATION
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED JANUARY 2, 2000
------------------------------------------------------------
DISPOSITION OF
HIGH
PERFORMANCE
HISTORICAL (2) PLASTICS, INC. PRO FORMA
---------- -------------- ---------
<S> <C> <C> <C>
Net sales $ 15,195 $ - $ 15,195
Costs, expenses and (other income):
Costs of goods sold 11,414 - 11,414
Selling and administrative 7,380 - 7,380
Depreciation and other amortization 1,004 - 1,004
Gain on sale of preferred stock investment (2,905) - (2,905)
----------- ------------ -----------
Loss before interest, income taxes
and minority interest (1,698) - (1,698)
Interest expense - net (314) - (314)
----------- ------------ -----------
Loss before income taxes and minority
interest (2,012) - (2,012)
Income tax benefit 1,671 - 1,671
----------- ------------ -----------
Loss before minority interest (341) - (341)
Minority interest in losses of consolidated
joint venture 1,414 - 1,414
----------- ------------ -----------
Income from continuing operations $ 1,073 $ - $ 1,073
=========== ============ ===========
Income from continuing operations per share:
Basic $ 0.04 $ 0.04
=========== ===========
Assuming dilution $ 0.04 $ 0.04
=========== ===========
Average number of shares used in computation (3):
Basic 23,858,632 23,858,632
Assuming dilution 27,080,216 27,080,216
</TABLE>
<PAGE>
(1) Previously reported historical results for the fiscal year ended
September 26, 1999 did not include reclassification for discontinued
operations.
(2) Previously reported historical results for the three months ended
January 2, 2000 included reclassification for discontinued operations.
(3) The average number of shares used in the earnings per share calculation
has been restated to retroactively reflect a two-for-one stock split
declared on March 10, 2000 for stockholders of record on March 20,
2000.
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