CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2005
MESTEK, INC.
(Exact
name of registrant as specified in charter)
| Pennsylvania | 1-448 | 25-0661650 | |||
|---|---|---|---|---|---|
| (State or other | (Commission | (I.R.S. Employer | |||
| jurisdiction of | File Number) | Identification No.) | |||
| incorporation) | |||||
260 North Elm Street
Westfield,
Massachusetts 01085
(Address of Principal
Executive Offices)
Registrant's telephone number, including area code: 413 -568-9571
___________________________________________________________________________
(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)) |
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management's good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond the ability of the Company to control. Forward-looking statements are made based upon management's expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management.
The words "believes," "expects," "intends," "plans," "anticipates," "hopes," "likely," "will," and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management's view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstance after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances. For additional information about risks and uncertainties that could adversely affect the Company's forward-looking statements, please refer to the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
ITEM 1.01. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 11, 2005, Mestek, Inc, (the "Company") and its acquisition subsidiary, Embassy Manufacturing, Inc., entered into an Asset Purchase Agreement with Embassy Industries, Inc. and its corporate parent, P & FIndustries, Inc., for the acquisition of all or substantially all of the operating assets, other than cash and real estate, of Embassy Industries, Inc., a New York corporation, located in Farmingdale, (Long Island) New York for a purchase price of $8,000,000, subject to a price adjustment within 60 days upon determination of the final value of current assets and current liabilities being assumed. In addition, Embassy Manufacturing, Inc. has assumed certain liabilities of Embassy Industries, Inc. Embassy designs, develops, engineers, manufactures, markets and sells hydronic baseboard radiation, commercial finned tube radiation, kick space hydronic heaters, in-floor radiant heating systems, unit heaters, fan coil units, convectors, cabinet unit heaters, gas-fired hot water and combination heaters and boilers, and related software, under the trade name "Embassy" and under other trade names and brands. Embassy joins the Company's other heating businesses, including its Sterling(R), Vulcan(R), Petite, Designline(R), Heatrim(R), Senior, Kom-Pak, Hydrotherm(R), Beacon Morris(R), Westcast/Smith Cast Iron brands, and will expand the Company's offering with respect to the "in-floor" radiant heating market and the residential gas-fired hot water and combination boiler market.
The Company has determined that Embassy is not a "significant" subsidiary under Regulation S-K.
ITEM 7.01. REGULATION FD DISCLOSURE
The press release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS
| (a) | none | ||
| (b) | none | ||
| (c) | The following document is filed herewith as an exhibit to this Form 8-K: | ||
| Exhibit 99.1 - Press Release | |||
| Exhibit 2 - Asset Purchase Agreement | |||
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.
(Registrant)
| Date October 13, 2005 | By: /s/ Stephen M. Shea | ||
| Stephen M. Shea | |||
| Senior Vice President - Finance | |||
| (Principal Financial and Accounting Officer) | |||