UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported).................August 16, 1999
SI HANDLING SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-03362 22-1643428
................................................................................
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
600 Kuebler Road, Easton, PA 18040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code..................610-252-7321
................................................................................
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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As discussed in the attached News Release, on August 16, 1999, SI Handling
Systems, Inc. ("SI" or the "Company") publicly announced the signing of a Stock
Purchase Agreement (the "Agreement") with Ermanco Incorporated ("Ermanco"), a
Michigan corporation, and its stockholders, to purchase all of the outstanding
capital stock of Ermanco.
Ermanco, headquartered in Spring Lake, Michigan, is a designer and installer of
complete conveying systems for a variety of manufacturing and warehousing
applications. Ermanco also manufactures conveyors and conveyor components.
Closing of the acquisition is scheduled to take place on or before September 30,
1999 and is subject to various conditions, including due diligence. Under terms
of the Agreement, Ermanco shareholders will sell and transfer to SI all of the
outstanding capital stock of Ermanco. SI will finance the acquisition of Ermanco
with a combination of cash, debt, and shares of the Company's common stock.
Ermanco will become a wholly owned subsidiary of SI, and its operations will
continue to be located in Spring Lake, Michigan.
Ermanco's assets are comprised mainly of cash, accounts receivable, inventories,
and fixed assets, such as computer equipment, office furniture, leasehold
improvements, and machinery and equipment. Ermanco will continue to use its
fixed assets in its ongoing operations.
SI and Ermanco essentially serve common North American marketplaces, such as
automotive/transportation, computer, newspaper/publishing,
pharmaceutical/cosmetic, entertainment, and warehousing. The Company believes
the stock acquisition will enhance SI's automated materials handling capability
in the production and assembly and warehousing and distribution environments.
Item 7. Exhibits.
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The following exhibit is filed as part of this report:
99.1 News Release dated August 16, 1999.
SIGNATURE
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.
SI HANDLING SYSTEMS, INC.
/S/ Barry V. Mack
Barry V. Mack
Vice President - Finance
(Principal Financial Officer)
Dated: August 16, 1999
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SI HANDLING SYSTEMS, INC.
FORM 8-K
EXHIBIT INDEX
Exhibit No.
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99.1 News Release dated August 16, 1999.
EXHIBIT 99.1
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Contact: Bill Johnson
President and CEO
(610) 252-7321
(610) 250-9677 Fax
www.sihs.com
SI HANDLING SYSTEMS, INC.
600 Kuebler Road . PO Box 70 . Easton, PA 18044-0070
News Release
SI HANDLING SYSTEMS AND ERMANCO REACH AGREEMENT ON THE
SALE OF ERMANCO TO SI HANDLING SYSTEMS
EASTON, PA, August 16, 1999 -- SI Handling Systems, Inc. [Nasdaq NM:SIHS],
("SI") and Ermanco Incorporated ("Ermanco") today announced that they have
signed a definitive stock purchase agreement for SI to acquire privately held
Ermanco. The agreement is subject to customary conditions to closing.
The acquisition of Ermanco, headquartered in Spring Lake, Michigan, is a major
strategic step that will enable SI to increase significantly the breadth of its
product offerings and the range of integrated materials handling systems it is
able to offer its customers. The acquisition will represent revenue growth of
over 60% from SI's current base.
Ermanco, with $26.3 million in fiscal 1998 sales, is a designer and installer of
complete conveying systems for a variety of manufacturing and warehousing
applications. Ermanco also manufactures conveyors and conveyor components.
Commenting on the acquisition, Bill Johnson, SI's Chief Executive Officer and
President, said, "We believe this acquisition will benefit our customers and
shareholders by creating a stronger company with a more comprehensive product
and systems portfolio. The addition of Ermanco will provide us with an extended
manufacturing base to better serve our customers and will complement our
position in the integrated materials handling systems market. Ermanco should
substantially broaden and increase the sales of SI's Production & Assembly and
Warehousing & Distribution Systems and enable us to heighten our reputation as a
high-quality, cost-effective supplier. The transaction should be accretive to
SI's earnings in the first year, with opportunities for increasing accretion in
subsequent years."
Leon C. Kirschner, President of Ermanco, added, "This is an exciting opportunity
for our customers, associates, and the communities in which we both operate. We
believe the combined company will be stronger than either SI or Ermanco
separately. We'll be able to provide a broader range of integrated products and
services to our customers."
Schroder & Co. Inc. is serving as financial advisor to SI, and First Union
National Bank, SI's principal bank, will be arranging financing for the
transaction. ING Barings is serving as financial advisor to Ermanco.
SI, headquartered in Easton, PA, markets, designs, manufactures, installs, and
services fully automated integrated materials handling systems and component
products that improve productivity in manufacturing and automate order
fulfillment.
[CONTINUED]
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Cautionary Statement. Certain statements contained herein are not based on
historical fact and are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and the Securities and Exchange
Commission rules, regulations, and releases. SI intends that such
forward-looking statements be subject to the safe harbors created thereby. Among
other things, the forward-looking statements regard SI's acquisition activities,
earnings, liquidity, financial condition, and certain operational matters. Words
or phrases denoting the anticipated results of future events, such as
"anticipate," "believe," "estimate," "expect," "may," "will," "should," and
similar expressions that denote uncertainty, are intended to identify such
forward-looking statements. SI's actual results, performance, or achievements
could differ materially from the results expressed in, or implied by, such
"forward-looking statements:" (1) as a result of risks and uncertainties
associated with the Ermanco acquisition, including the failure to close such
acquisition, the failure to realize anticipated benefits of such acquisition,
the failure to integrate Ermanco successfully with SI and any unforeseen
complications related to the Ermanco acquisition; (2) as a result of factors
over which SI has no control, including the strength of domestic and foreign
economies, sales growth, competition, certain cost increases, and its potential
exposures relating to the Year 2000 matter; or (3) if the factors on which SI's
conclusions are based do not conform to its expectations.
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SI HANDLING SYSTEMS, INC. PAGE 2
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CONFERENCE CALL
[NASDAQ: SIHS]
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SI HANDLING SYSTEMS AND ERMANCO REACH AGREEMENT
ON THE SALE OF ERMANCO TO SI HANDLING SYSTEMS
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Bill Johnson, President and CEO, will host a teleconference call on Monday,
August 16, 1999, at 4:00 P.M. (Eastern Time) to discuss the agreement reached
between SI Handling Systems and Ermanco on the sale of Ermanco to SI Handling
Systems. He will also be available to respond to your questions.
The teleconference dial-in number is (800) 230-1766. Please phone in no
later than 3:55 P.M. on Monday, August 16, to participate. The operator will ask
you to identify yourself and your firm.
You have the opportunity to listen to the conference call over the Internet
through Vcall at http://www.vcall.com. To listen to the live call, please go to
the web site at least fifteen minutes early to register, download, and install
any necessary audio software. For those who cannot listen to the live broadcast,
a replay will be available shortly after the call, and a transcript will be
available 24 to 48 hours later.
