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): January 4, 2006
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GREENMAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13776 71-0724248
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7 Kimball Lane
Building A
Lynnfield, MA 01940
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(Address of principal executive offices, including zip code)
(781) 224-2411
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(Registrant's telephone number, including area code)
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(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):
|_| 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))
Item 2.05. Costs Associated with Exit or Disposal Activities
On September 27, 2005, the Registrant's Board of Directors adopted a plan
to dispose of all of the operating assets of the Registrant's Georgia
subsidiary. The Registrant anticipates recording an estimated non-cash loss on
disposal of between $2.5 and $3.5 million dollars at September 30, 2005. The
Registrant anticipates completing the Georgia divestiture within the next
several weeks. In addition, the Registrant completed the divestiture of its
Tennessee operations, announced on September 13, 2005, and anticipates recording
an estimated loss on disposal of $416,000 at September 30, 2005. These actions
were and are being taken to addresses the losses associate with Georgia and
Tennessee operations, which are estimated to be between $8 and $9 million for
the fiscal year ended September 30, 2005. In addition, the Registrant has
determined the net book value of corporate-wide goodwill exceeded the estimated
fair market value of these assets and, accordingly, the Registrant expects to
record a non-cash impairment loss of $3.5 million associated with the write off
of all goodwill at September 30, 2005. The Registrant estimates the aggregate
net loss for the fiscal year ended September 30, 2005 to be between $14 and $15
million as compared to approximately $2.6 million for the year ended September
30, 2004.
Item 2.06. Material Impairments
See the disclosure under Item 2.05 above.
Item 7.01. Regulation FD Disclosure
On January 4, 2006, the Registrant announced a delay in filing its Form
10K-SB for the fiscal year ended September 30, 2005, and provided estimated
financial results for the fiscal year. The full text of the press release issued
in connection with the announcement is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 to Form 8-K, the information in
this Form 8-K and the Exhibit attached hereto is being furnished under "Item
7.01. Regulation FD Disclosure" rather than under "Item 2.02. Results of
Operations and Financial Condition." The information shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Shell company transactions: Not applicable.
(d) Exhibits
Exhibit 99.1 Press release of the Registrant dated January 4, 2006
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.
GREENMAN TECHNOLOGIES, INC.
(Registrant)
By: /s/ Charles E. Coppa
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Charles E. Coppa
Chief Financial Officer
Date: January 5, 2006