8K Contech Acquisition
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the |
Securities Exchange Act of 1934 |
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Date of report (Date of earliest event reported): August 2, 2013 |
Shiloh Industries, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 0-21964 | | 51-0347683 |
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(State of Other | | (Commission File No.) | | (I.R.S. Employer |
Jurisdiction | | | | Identification No.) |
of Incorporation) | | | | |
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880 Steel Drive, Valley City, Ohio 44280 |
(Address of Principal Executive Offices) (Zip Code) |
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Registrant's telephone number, including area code: |
(330) 558-2600 |
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 2, 2013, a wholly-owned subsidiary of Shiloh Industries, Inc. (the “Subsidiary”) acquired certain assets pursuant to its Asset Purchase Agreement (the “Agreement”), dated June 11, 2013, as amended, with Contech Castings, LLC (“Contech”) and its subsidiary Contech Casting Real Estate Holdings, LLC (“Contech Real Estate” and together with Contech, “Sellers”). Contech is engaged in the business of die casting and machining motor vehicle parts and further producing engineered high pressure aluminum die cast and machined parts for the motor vehicle industry, and Contech Real Estate owns the real property used by Contech in its business.
Under the terms of the Agreement, the Subsidiary acquired the assets of the business located at the purchased facilities from the Sellers for [$54.9] million in cash plus the assumption of certain specified liabilities, subject to adjustment based upon changes in working capital, certain assumed liabilities and amounts of capital expenditures.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statement of Business Acquired
The financial statements required by Item 9.01(a) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
(b) Pro Forma Financial Information
The pro forma financial information required by Item 9.01(b) of Form 8-K, with respect to the acquisition described in Item 2.01 herein, will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed pursuant to Item 2.01.
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.
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Date: August 5, 2013 | | SHILOH INDUSTRIES, INC. |
| | By: | | /s/ Thomas M. Dugan |
| | | | | Name: Thomas M. Dugan |
| | | | | Title: Vice President of Finance and Treasurer |