UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report
December
21, 2009
(Date of
earliest event reported)
WOLVERINE
TUBE, INC.
(Exact
Name of Registrant as Specified in Its Charter)
DELAWARE
(State or
Other Jurisdiction of Incorporation)
1-12164
|
63-0970812
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
200
Clinton Avenue West, Suite 1000
Huntsville, Alabama
35801
(Address,
including Zip Code, of Principal Executive Offices)
(256)
353-1310
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(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:
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 1.01 Entry into a Material Definitive
Agreement
Toll
Manufacturing Agreement Between Wolverine Joining Technologies, LLC and Exeon
Inc.
On
December 21, 2009, Wolverine Joining Technologies, LLC, a Delaware limited
liability company and a wholly-owned subsidiary of Wolverine (“WJT”), entered into a
toll manufacturing agreement (the “Toll Agreement”) with Exeon, Inc., a Delaware
corporation (“Exeon”). Exeon
is a wholly-owned subsidiary of The Alpine Group, Inc. (“Alpine”), a principal
shareholder of voting securities of Wolverine. WJT currently also
provides toll manufacturing services to other customers.
Under the
Toll Agreement, which became effective as of November 30, 2009, Exeon provides
raw materials (principally metals, including silver, copper, tin and zinc) to
WJT which WJT uses to manufacture products for Exeon’s
sale to customers. WJT will act
as sales agent for Exeon and will market and sell Exeon’s finished
goods. In addition, WJT will
provide certain related administrative services. In consideration of
the foregoing, Exeon will pay WJT a monthly
toll services fee of $4.45 per
copper pound for the products shipped. The
toll services fee will be adjusted periodically, if necessary.
The Toll
Agreement provides for an initial term of three (3) years, which is
automatically renewed for successive twelve (12)
month periods, unless either party, upon ninety (90)
days prior notice, terminates the
agreement. Additionally, either party may terminate the Toll
Agreement upon thirty (30) days notice. The Toll
Agreement also contains other terms and conditions customary for agreements of
this type including: confidentiality requirements,
limited warranties, and indemnifications
between the parties.
To
facilitate WJT’s transition to providing toll manufacturing services to Exeon,
Exeon purchased WJT’s raw materials as of November 30, 2009 for a purchase price
of approximately $0.9 million.
During a
transition period of approximately 90 to 120 days following the effective date
of the Toll Agreement, WJT will continue to manufacture finished goods from its
then existing work-in-process and sell such finished goods to
customers. Also, during this transition period, all WJT invoices will
be collected by Exeon for WJT and Exeon will remit to WJT its portion of such
invoiced amounts in accordance with a pre-determined phased payment
schedule.
At the
conclusion of the transition period, WJT and Exeon anticipate that WJT will have
completed its work in process which existed on the Toll Agreement’s effective
date, sold its finished goods (both those existing on such effective date and
those resulting from the completion of such work-in-process), and collected its
accounts receivable from the sale of such goods.
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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 thereunto duly authorized.
WOLVERINE TUBE, INC. | |||
|
|||
December
28, 2009
|
By: |
/s/
David A. Owen
|
|
David
A. Owen
Senior
Vice President, Chief Financial Officer
and
Secretary
|
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