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
February 25, 2011
Date of Report (Date of earliest event reported)
ALTRA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33209
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61-1478870 |
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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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300 Granite Street, Suite 201
Braintree, Massachusetts
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02184 |
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(Zip Code) |
(781) 917-0600
(Registrant’s telephone number, including area code)
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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 1.01. |
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Entry into a Material Definitive Agreement |
On February 25, 2011, Altra Holdings, Inc. (the “Company”) and certain of its subsidiaries
entered into a Sale and Purchase Agreement regarding the Gear Motor Business of Danfoss Bauer GmbH
(the “Purchase Agreement”) with Danfoss Bauer GmbH
(“Bauer”) and Danfoss A/S to acquire
substantially all of the assets and liabilities of Bauer relating to its gearmotor business. Bauer,
a privately-held company headquartered in Esslingen, Germany, manufactures and sells high quality
gearmotors, offering engineered solutions to a variety of industries, including material handling,
metals, food processing and energy.
The purchase price is €43.1 million in cash, payable at closing, subject to adjustment for
working capital and other items.
The Purchase Agreement contains representations, warranties, and covenants that we believe are
customary for a transaction of this size and type, as well as indemnification provisions subject to
specified limitations. The closing of the transaction is subject to several customary conditions,
including receipt of required regulatory approvals. The transaction is expected to close in the
second quarter of 2011.
The foregoing description of the Purchase Agreement does not purport to be complete and is
qualified in its entirety by reference to the Purchase Agreement, which will be filed as an exhibit
to the Company’s Quarterly Report on Form 10-Q for its first fiscal quarter of 2011.
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| Item 7.01 |
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Regulation FD Disclosure. |
On February 28, 2011, the Company issued a press release announcing the execution of the
Purchase Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.
The
information in this Item 7.01 of Form 8-K and Exhibit 99.1 attached hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities
Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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| Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit |
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| No. |
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Description |
| 99.1 |
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Press release, dated February 28, 2011, issued by the Company. |