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) July 13, 2000
TRIPLE S PLASTICS, INC.
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(Exact Name of Registrant as Specified in Charter)
Michigan 0-23474 38-1895876
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
7950 Moorsbridge Road, Suite 200, Portage, Michigan 49024
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (616) 327-3417
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ITEM 5. OTHER EVENTS.
On July 13, 2000, Triple S Plastics, Inc., a Michigan
corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Eimo Oyj, a Finnish corporation
("Eimo"), and Spartan Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of Eimo ("Merger Sub"), providing for the
merger (the "Merger") of Merger Sub with and into the Company. In the
Merger, each share of the Company's common stock will be converted
into the right to receive Series A ordinary shares of Eimo ("Eimo
Shares"). The Eimo Shares will be issued to the Company's shareholders
in book-entry form which in turn will be represented by American
Depositary Receipts ("ADRs"). In connection with the Merger, Eimo
will apply to list its ADRs on the Nasdaq National Market. After the
conversion of shares of Company common stock ("Company Shares") into
Eimo Shares in the Merger, the holders of the shares and options of
the Company are expected to own between 33% and 37% of the total shares
and options of Eimo. In connection with the Merger, all Eimo Series K
shares, which have 20 votes per share, will be converted on a one-for-
one basis into Eimo Shares having one vote each.
The number of Eimo Shares to be received for each of the
Company Shares will be determined by a formula included in the Merger
Agreement. That formula first requires that the parties calculate an
average of the trading prices for Eimo Shares for each day of a 15 day
period just prior to the closing of the Merger. Specifically, the
period will be the 15 consecutive trading days ending on and including
the third trading day before the Merger is completed, and the
calculation made will determine the average of THE VOLUME-WEIGHTED
DAILY AVERAGE PRICE expressed in Euros for a single Eimo Share traded
on the Helsinki Stock Exchange, converted into U.S. dollars ("USD") at
the exchange rate for such date announced by the Bank of Finland. The
price determined in this manner is referred to below as the "average
Eimo share price." As indicated above, the calculation of the average
Eimo share price can be affected by two factors: The Euro/USD
exchange rate and the prices paid for Eimo stock on the Helsinki Stock
Exchange during the 15 trading day period ending three days before
closing. For purposes of this description of the Merger
consideration, it has been assumed that a Euro is worth $.95 USD at
all times. As indicated above, however, the actual Euro/USD exchange
rate on each of the relevant 15 trading days prior to closing will be
used to calculate the average Eimo share price.
Once the average Eimo share price has been determined, the
formula in the Merger Agreement provides that the number of Eimo
Shares to be delivered for each Company Share is as follows:
If the average Eimo share price is less than or equal
to $5.00000 USD a share, the number of Eimo Shares to be
delivered for each Company Share will be 5.700. If the
average Eimo share price is greater than $5.00000 USD but
less than $5.22500 USD, the number of Eimo Shares to be
delivered for each Company Share will be equal to the number
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determined by dividing $28.4699 USD by the average Eimo
share price, and rounding the result to the nearest
thousandth of an Eimo Share. In the event the average Eimo
share price is greater than $5.22500 USD but less than
$6.18000 USD, the number of Eimo Shares to be delivered for
each Company Share will be 5.449. In the event the average
Eimo share price is greater than $6.18000 but less than
$6.93738 USD, the number of Eimo Shares to be delivered for
each Company Share will be equal to the number determined by
dividing $33.6463 USD by the average Eimo share price, and
rounding the result to the nearest thousandth of an Eimo
Share. Finally, if the average Eimo share price is greater
than $6.93738 USD, the number of Eimo Shares to be delivered
for each Company Share will be 4.850.
The formula governing this exchange ratio thus provides
that, within limits, as the average Eimo share price increases, the
number of Eimo Shares delivered in exchange for each Company Share
decreases. Assuming that one Euro is worth $.95 USD and based upon
the number of outstanding Company Shares and outstanding options set
forth in the Merger Agreement and assuming the exercise of all such
options, the largest number of Eimo Shares that could be issued in the
Merger would be 27,201,819 (if the average Eimo share price is $5.00
USD or less) and the smallest number of Eimo Shares that could be
issued in the Merger would be 23,145,408 (if the average Eimo Share
price is $6.93738 USD or higher). There is no floor or ceiling to
the VALUE of the Eimo Shares to be delivered to Company shareholders,
however. For example, assuming the Euro is worth $.95 USD at all
relevant times, the formula provides, at the following prices for Eimo
Shares during the relevant period prior to closing, that each Company
Share would be converted into Eimo Shares with the following
approximate values:
<TABLE>
<CAPTION>
Then the USD Value
of Eimo Shares issued for each Company
If Average Eimo Share Price Is: Share will be approximately:
------------------------------- --------------------------------------
<S> <C>
$10.00 USD $48.50 USD
$ 8.00 USD $38.80 USD
$ 7.00 USD $33.95 USD
$ 6.00 USD $32.69 USD
$ 4.00 USD $22.80 USD
</TABLE>
The Merger is intended to constitute a tax-free
reorganization under the Internal Revenue Code of 1986, as amended,
and to qualify for pooling-of-interests accounting treatment under
Finnish GAAP but is not intended to qualify as a pooling-of-interests
under U.S. GAAP. Consummation of the Merger is subject to various
conditions, including (i) the approval of the Merger Agreement and the
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Merger by the Company's shareholders, (ii) action by the Eimo
shareholders to approve the Merger and the issuance of Eimo Shares,
(iii) Internal Revenue Code Section 368 reorganization tax treatment,
(iv) the receipt of requisite regulatory approvals, including
expiration of the applicable waiting period, if any, under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, and (v) and
the satisfaction or waiver of certain other conditions as more fully
described in the Merger Agreement.
The Company and Eimo issued a joint press release on July 14,
2000, announcing the execution of the Merger Agreement, a copy of
which is filed as Exhibit 99.1 hereto.
In connection with the execution of the Merger Agreement,
certain principal shareholders of the Company have entered into a
Shareholders' Agreement with Eimo, dated as of July 13, 2000 (the
"Company Shareholders' Agreement"), pursuant to which such
shareholders have agreed to vote their Common Shares in favor of the
approval of the Merger and the Merger Agreement. As of the date of
the Company Shareholders' Agreement, the shareholders who are parties
to the Company Shareholders' Agreement owned, in the aggregate, more
than 50% of the Company's outstanding common stock. Such shareholders
have also agreed to certain restrictions relating to the disposition
of their Company Shares prior to the Merger.
In connection with the execution of the Merger Agreement,
certain principal shareholders of Eimo have also entered into a
Conversion Agreement (the "Conversion Agreement") dated July 13, 2000
pursuant to which they have agreed to convert Eimo Series K Shares
that they hold (which have 20 votes per share) into Eimo Shares (which
have one vote per share) on a one-for-one basis. In addition, certain
principal shareholders of Eimo have entered into a Shareholders
Agreement, dated as of July 13, 2000 (the "Parent Shareholders'
Agreement") pursuant to which such shareholders have agreed to vote
all of their shares of Eimo stock in favor of approval of the Merger
and the issuance of Eimo Shares at the Eimo shareholders meeting.
In that Agreement, such shareholders have also agreed to certain
restrictions relating to the disposition of their shares of Eimo stock
prior to the Merger.
Concurrently with the execution of the Merger Agreement,
certain principal shareholders of the Company entered into a Lock-up
Agreement, (the "Lock-up Agreement") dated July 13, 2000, pursuant to
which such shareholders have agreed to certain restrictions with
respect to the disposition after the Merger of the Eimo Shares and/or
stock options that they will receive in the Merger. Certain principal
shareholders of Eimo are also parties to the Lock-Up Agreement and
have agreed to certain restrictions on the transfer of their Eimo
Shares for comparable periods of time.
Three principal shareholders who are also officers and
directors of the Company have, as a condition to execution of the
Merger Agreement, entered into Employment Agreements dated July 13,
2000 (the "Employment Agreements") that will become effective at the
closing of the Merger and that extend for a term of two years
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thereafter. In addition, certain principal shareholders of the
Company and certain principal shareholders of Eimo have agreed to
enter into a Liquidity and Registration Rights Agreement (the "Rights
Agreement"), pursuant to which those principal Company shareholders
will be granted certain piggyback/incidental registration rights, as
well as co-sale and "tag-along" rights subject to the terms and
conditions set forth in the Rights Agreement.
The foregoing summary of the Merger Agreement, the Lock-up
Agreement, the Conversion Agreement, the Parent Shareholders'
Agreement, the Company Shareholders' Agreement, the Rights Agreement,
the Employment Agreements and the press release is qualified in its
entirety by reference to the text of such documents, copies of which
are filed or incorporated by reference as exhibits hereto, and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of July 13,
2000, among Triple S Plastics, Inc., Eimo Oyj, and
Spartan Acquisition Corp.
10.1 Conversion Agreement, dated as of July 13, 2000, among
Jalo Paanenen, Elmar Paananen, Annamari Jukko, Topi
Paananen, Eimo Oyj and Triple S Plastics, Inc.
10.2 Lock-Up Agreement, dated as of July 13, 2000, by and
among Jalo Paananen, Elmar Paananen, Annamari Jukko,
Topi Paananen, Daniel B. Canavan, Albert C. Schauer,
Victor V. Valentine, Jr., and Eimo Oyj.
10.3 Form of Liquidity and Registration Rights Agreements,
to be entered into by and among Eimo Oyj, Jalo
Paananen, Elmar Paananen, Annamari Jukko, Topi
Paananen, Daniel B. Canavan, Albert C. Schauer, and
Victor V. Valentine, Jr.
10.4 Company Shareholders' Agreement, dated as of July 13,
2000, between Eimo Oyj, Spartan Acquisition Corp.,
Daniel B. Canavan, Albert C. Schauer, Victor V.
Valentine, Jr., and David L. Stewart.
10.5 Parent Shareholders' Agreement, dated as of July 13,
2000 among Triple S Plastics, Inc., Jalo Paananen,
Elmar Paananen, Annamari Jukko and Topi Paananen.
10.6 Employment Agreement, dated as of July 13, 2000,
between A. Christian Schauer and Triple S Plastics,
Inc.
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10.7 Employment Agreement, dated as of July 13, 2000,
between Victor V. Valentine, Jr., and Triple S
Plastics, Inc.
10.8 Employment Agreement, dated as of July 13, 2000,
between Daniel B. Canavan and Triple S Plastics, Inc.
99.1 Press Release, dated July 14, 2000, jointly issued by
Eimo, Oyj and Triple S Plastics, Inc.
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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.
TRIPLE S PLASTICS, INC.
(Registrant)
Date: July 19, 2000 By: /s/ Albert C. Schauer
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Name: Albert C. Schauer
Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of July 13, 2000,
among Triple S Plastics, Inc., Eimo Oyj, and Spartan
Acquisition Corp.
10.1 Conversion Agreement, dated as of July 13, 2000, among Jalo
Paanenen, Elmar Paananen, Annamari Jukko, Topi Paananen,
Eimo Oyj and Triple S Plastics, Inc.
10.2 Lock-Up Agreement, dated as of July 13, 2000, by and among
Jalo Paananen, Elmar Paananen, Annamari Jukko, Topi
Paananen, Daniel B. Canavan, Albert C. Schauer, Victor V.
Valentine, Jr., and Eimo Oyj.
10.3 Liquidity and Registration Rights Agreements, dated as of
July 13, 2000 by and among Eimo Oyj, Jalo Paananen, Elmar
Paananen, Annamari Jukko, Topi Paananen, Daniel B. Canavan,
Albert C. Schauer, and Victor V. Valentine, Jr.
10.4 Company Shareholders' Agreement, dated as of July 13, 2000,
between Eimo Oyj, Spartan Acquisition Corp., Daniel B.
Canavan, Albert C. Schauer, Victor V. Valentine, Jr., and
David L. Stewart.
10.5 Parent Shareholders' Agreement, dated as of July 13, 2000
among Triple S Plastics, Inc., Jalo Paananen, Elmar
Paananen, Annamari Jukko and Topi Paananen.
10.6 Employment Agreement, dated as of July 13, 2000 between A.
Christian Schauer and Triple S Plastics, Inc.
10.7 Employment Agreement, dated as of July 13, 2000 between
Victor V. Valentine, Jr., and Triple S Plastics, Inc.
10.8 Employment Agreement, dated as of July 13, 2000 between
Daniel B. Canavan and Triple S Plastics, Inc.
99.1 Press Release, dated July 14, 2000, jointly issued by Eimo,
Oyj and Triple S Plastics, Inc.
