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): July 14, 2008
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| OHIO
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1-2299
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34-0117420 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
One Applied Plaza, Cleveland, Ohio 44115
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (216) 426-4000.
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Asset Purchase Agreement
On July 14, 2008, Applied Industrial Technologies, Inc. (“Applied”), entered into an Asset
Purchase Agreement (the “Agreement”) with Fluid Power Resource, LLC, a Delaware limited liability
company (“Parent”); Bay Advanced Technologies, LLC, a Delaware limited liability company (“Bay”);
Carolina Fluid Components, LLC, a Delaware limited liability company (“Carolina”); DTS Fluid Power,
LLC, a Delaware limited liability company (“DTS”); FluidTech, LLC, a Delaware limited liability
company (“Fluidtech”); Hughes-HiTech, LLC, a Delaware limited liability company (“Hughes”); Hydro
Air, LLC, a Delaware limited liability company (“Hydro Air”), H.E.B., LLC, a Delaware limited
liability company (“HEB”); and Mach V, Inc., a Delaware corporation (“Mach V”). Each of Bay,
Carolina, DTS, Fluidtech, Hughes, Hydro Air, HEB and Mach V are a “Subsidiary” and together are
“Subsidiaries.” Each of Subsidiaries and Parent are a “Seller” and collectively “Sellers.”
Pursuant to the Agreement, Applied or its permitted assignee(s) will acquire substantially all
of the assets and certain specified liabilities of Sellers for an aggregate purchase price payable
at the closing of One Hundred Sixty-Nine Million United States dollars (US$169,000,000), plus the
assumed liabilities described in the Agreement.
Applied and Sellers have made representations, warranties, covenants and indemnities in the
Agreement that are customary in transactions of this type. The consummation of the transactions
contemplated by the Agreement are subject to the satisfaction or waiver of customary closing
conditions, including expiration or termination of the applicable
waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of a material
adverse effect with respect to Sellers. The Agreement is subject to termination by either Applied
or Sellers for various reasons, including their mutual written consent and the failure to
consummate the transactions described therein on or before September 30, 2008.
The foregoing summary of the Agreement is qualified in its entirety by the terms and
conditions of the Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
2.1 — Asset Purchase Agreement made as of July 14, 2008, by and among Applied Industrial
Technologies, Inc., an Ohio corporation, and Sellers.