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 11,
2007
Astec
Industries, Inc.
(Exact
name of registrant as specified in its charter)
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Tennessee
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0-14714
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62-0873631
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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1725
Shepherd Road
Chattanooga,
Tennessee 37421
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (423)
899-5898
N/A
(Former
name or former address, if changed since last report)
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))
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On
June
11, 2007, Astec Industries, Inc., a Tennessee corporation (“Astec”), and Neil
Peterson and the other shareholders (the “Sellers”) of Peterson, Inc., an Oregon
corporation (“Peterson”), entered into a definitive agreement (the “Agreement”)
which provides for Astec’s acquisition of all of the outstanding capital stock
of Peterson. The purchase is expected to close on or about July
31, 2007.
The
Agreement stipulates a purchase
price of approximately $20,000,000 to be paid to the Sellers. The
purchase price is subject to certain adjustments based upon variances between
Peterson’s June 30, 2007 actual total stockholder’s equity and June 30, 2006
stockholder’s equity. Additional conditional earn-out payments of up
to $3,000,000 may be due to the Sellers based upon actual 2008 and 2009 results
of operations. In addition to the purchase price paid to the Sellers,
Astec plans to payoff approximately $7,000,000 of outstanding Peterson
debt.
The
consummation of the Agreement is
subject to a number of conditions, including the finalization of a separate
agreement for Astec to purchase from Neil Peterson and his wife all of the
real
estate and improvements used by Peterson for approximately $7,000,000 and
employment contracts being entered into between Astec and certain of Peterson's
current key executives.
Peterson’s
average sales for the last
three fiscal years (ending on June 30, 2007) total approximately
$64,000,000 per year.
Consummation
of the transaction is subject to customary conditions, including (i) the
receipt of any authorizations, consents, registrations or similar approvals
required under any applicable law, and (ii) absence of any law, order or
injunction prohibiting the transaction. Moreover, each party’s obligation to
consummate the transaction is subject to certain other conditions, including
but
not limited to (i) the accuracy of the representations and warranties of
the other party, (ii) compliance of the other party with its covenants contained
in the Agreement, (iii) Peterson having obtained the consents required by
the
Agreement, and (iv) the execution by each party of certain ancillary
agreements. The Agreement also contains customary provisions concerning
termination, indemnifications and remedies. In addition, the
Agreement contains representations and warranties Astec, Peterson, and the
Sellers made to each other as of the date of the Agreement or other specific
dates, and such representations and warranties should not be relied upon
by any
other person. The assertions embodied in those representations and warranties
were made solely for the purposes of the contract among Astec,
Peterson, and the Sellers and are subject to important
qualifications and limitations agreed to by those parties in connection with
negotiating the Agreement. Accordingly, investors should not rely on the
representations and warranties as accurate or complete or characterizations
of
the actual state of facts as of any specified date since they are modified
in
important part by the underlying disclosure schedules, are subject to a
contractual standard of materiality different from that generally applicable
to
stockholders and were used for the purpose of allocating risk among Astec,
Peterson, and the Sellers rather than establishing matters as
facts.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press
Release, dated
June 11, 2007.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date:
June 12, 2007
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ASTEC
INDUSTRIES, INC.
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By:/s/
F. Mckamy
Hall
F.
McKamy Hall
Vice
President and Chief Financial Officer
(Principal
Financial Officer)
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