UNITED STATES
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): June 14, 2005 (June 1, 2005)
AUTOCAM CORPORATION
(Exact name of registrant as specified in its charter)
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MICHIGAN 333-119215 38-2790152
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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4436 BROADMOOR AVENUE SOUTHEAST, KENTWOOD, MICHIGAN, 49512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (616) 698-0707
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 7 -- REGULATION FD.
ITEM 7.01. REGULATION FD DISCLOSURE.
SAGER ACQUISITION
On June 1, 2005, Autocam Corporation ("Autocam") entered into a Stock
Purchase Agreement pursuant to which Autocam would purchase all of the issued
and outstanding shares of common stock of Sager Precision Technologies
Incorporated ("Sager"), a privately-held Massachusetts corporation (the
"Acquisition"). Sager is engaged in the business of the manufacture, sale and
distribution of orthopedic and other medical devices and microelectronic
products.
Autocam will acquire the shares of Sager for $10,250,000 in cash,
subject to adjustment for an earn-out post-closing. Pursuant to the earn-out,
Autocam might be required to pay the shareholders of Sager up to $1,750,000 in
additional consideration, a portion of which may be paid in the form of common
equity of Micron Holdings, Inc., the ultimate parent company of Autocam
("Micron"), if the historic Sager business achieves certain EBITDA targets for
the 12-month period ending June 30, 2006. The Acquisition will be funded from
the proceeds of equity contributions from existing stockholders (or affiliates
of existing stockholders) of Micron. The transaction is scheduled to close prior
to June 30, 2005 and is subject to customary closing conditions.
Set forth below is certain financial information contained in the
audited financial statements of Sager for the year ended December 31, 2004:
Net Sales $ 14,100,651
Operating Income $ 932,734
Depreciation $ 457,439
If the Acquisition closes prior to June 30, 2005 as expected, the
Acquisition will favorably impact Autocam's ability to comply with the financial
covenants under its senior credit facilities beginning with the quarter ending
June 30, 2005. In calculating Autocam's compliance with the financial covenants
at June 30, 2005, Autocam will include Sager's results for the twelve months
ended June 30, 2005, as adjusted pursuant to the terms of the senior credit
facilities for certain non-recurring expenses. Factoring in the impact of the
Acquisition, and assuming results of operations for the month of June meet
Autocam's internal projections, Autocam currently expects that it will be in
compliance with the financial covenants under its senior credit facilities for
the quarter ending June 30, 2005.
However, as previously disclosed in Autocam's Form 10-Q for the quarter
ended March 31, 2005, there can be no assurance that Autocam will be able to
maintain compliance with the financial covenants under its senior credit
facilities for the quarter ending June 30, 2005 even after the impact of the
Acquisition is taken into account. If Autocam is unable to maintain compliance
with these covenants, it may have to seek to renegotiate these covenants with
its senior lenders. If it becomes necessary to seek to renegotiate the terms of
the amended senior credit facilities, there can be no assurances that Autocam
would reach an agreement that contained terms acceptable to Autocam. If Autocam
is ultimately unsuccessful, the lenders would have the ability to exercise all
of the remedies provided for in the amended senior credit facilities upon an
event of default.
ACCOUNTS RECEIVABLE NON-RECOURSE FACTORING PROGRAM
Autocam has been in discussions with potential lenders to expand its
current accounts receivable non-recourse factoring program in Europe. However,
there can be no assurance that Autocam will reach an agreement to expand this
program on terms acceptable to Autocam.
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.
Autocam Corporation
By: /s/ JOHN C. KENNEDY
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Name: John C. Kennedy
Title: President and Chief
Executive Officer
Dated: June 14, 2005