Attached files
| file | filename |
|---|---|
| EX-10.1 - Houston Wire & Cable CO | v186786_ex10-1.htm |
| EX-99.1 - Houston Wire & Cable CO | v186786_ex99-1.htm |
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): May 26, 2010
HOUSTON
WIRE & CABLE COMPANY
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52046
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36-4151663
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||
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
employer identification no.)
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10201
North Loop East
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Houston,
TX
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77029
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (713) 609-2100
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:
¨ 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))
On May
26, 2010, Houston Wire & Cable Company (the “Company”) entered into an
Equity Interest Purchase Agreement (the “Agreement”) with Teleflex Incorporated
(“Teleflex”), pursuant to which the Company will purchase from Teleflex (the
“Acquisition”) all of the outstanding equity interests in Southwest Wire Rope LP
(“SWWR LP”) and Southwest Wire Rope GP LLC (“SWWR GP LLC”). Under the
Agreement and as a result of the Acquisition, the Company will also acquire
Southern Wire, LLC, a direct, wholly-owned subsidiary of SWWR LP (“Southern
Wire” and, together with SWWR LP and SWWR GP LLC, the “Acquired
Companies”). The Acquired Companies are engaged in the wholesale and
retail distribution of custom fabricated lifting products, industrial wire rope
and related hardware.
The
purchase price for the Acquisition is $50 million and is subject to an
adjustment based on the net working capital of the Acquired Companies as of the
closing date. The Company expects to finance the payment of the
purchase price through borrowings under its existing credit
facility.
The
Agreement contains customary representations and warranties and customary
termination rights. The closing of the Acquisition is expected to
occur before the end of the second quarter of 2010, subject to customary closing
conditions, including: (i) the obtaining of certain consents and approvals,
(ii) the absence of any governmental legal proceeding, law or order
preventing the closing; (iii) the accuracy of the representations and
warranties of each party; (iv) compliance of each party with its respective
covenants and agreements; and (v) the execution and delivery of certain
ancillary agreements between the parties or their affiliates.
This
report contains only a summary of certain provisions of the
Agreement. The summary does not purport to be a complete summary of
the Agreement and is qualified in its entirety by reference to the Agreement,
which is filed as Exhibit 10.1 hereto and incorporated herein by
reference. The representations, warranties and covenants contained in
the Agreement were made only for purposes of the Agreement and as of specific
dates. Additionally, the representations, warranties and covenants
provided in the Agreement were solely for the benefit of the parties to the
Agreement and may be subject to limitations agreed to by the parties, including
being qualified by disclosures exchanged between the parties in connection with
the execution of the Agreement. The representations and warranties
may have been made for purposes of allocating contractual risk between the
parties to the Agreement instead of establishing these matters as facts, and may
be subject to standards of materiality applicable to the parties that differ
from those applicable to investors. Accordingly, they should not be
relied upon by investors as statements of factual information.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the
meaning of the Securities Act of 1933, as amended (the “Securities Act”), and
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Such forward-looking statements are subject to certain risks
and uncertainties, as disclosed by the Company from time to time in its filings
with the Securities and Exchange Commission. As a result of these
factors, the Company’s actual results may differ materially from those indicated
or implied by such forward-looking statements. Except as required by
law, the Company disclaims any obligation to publicly update or revise
forward-looking statements after the date of this Current Report to conform them
to actual results.
Item
7.01. Regulation FD Disclosure.
On
May 27, 2010, the Company issued a press release announcing that it had
entered into the Agreement. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K. Information
included in the press release shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act or incorporated by reference in any of the
Company’s filings under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in the filing.
For
information on forward-looking statements, please read “Cautionary Note
Regarding Forward-Looking Statements” in Item 1.01 above.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Equity
Interest Purchase Agreement, dated as of May 26, 2010, by and between
Houston Wire & Cable Company and Teleflex
Incorporated
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99.1
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Press
Release, dated May 27, 2010, announcing the
Acquisition
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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: May
28, 2010
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HOUSTON
WIRE & CABLE COMPANY
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By:
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/s/ Nicol G. Graham
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Name: Nicol
G. Graham
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Title: Vice
President and
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Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Equity
Interest Purchase Agreement, dated as of May 26, 2010, by and between
Houston Wire & Cable Company and Teleflex
Incorporated
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99.1
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Press
Release, dated May 27, 2010, announcing the
Acquisition
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