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): April 6,
2009
LIMCO-PIEDMONT
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-33604
|
73-1160278
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
5304
S. Lawton Ave., Tulsa, Oklahoma 74107
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code:
(918) 445-4300
(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
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
[X]
|
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
1.01 Entry
into a Material Definitive Agreement.
Agreement
and Plan of Merger
On April
3, 2009, Limco-Piedmont Inc., a Delaware corporation ( the “Company” or
“Limco”), TAT Technologies Ltd., an Israeli company ( “TAT”), and LIMC
Acquisition Company, a Delaware corporation and a wholly owned Subsidiary of TAT
(“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger
Agreement”), whereby Merger Sub will merge with and into Limco and Limco shall
become a wholly-owned subsidiary of TAT (the “Merger”). TAT presently
owns 61.8% of Limco’s common stock.
The
Merger Agreement and the Merger were unanimously approved by a Special Committee
of Limco’s Board of Directors composed entirely of independent directors, and
were subsequently unanimously approved by the Board of Directors. The
terms of the Merger Agreement are the result of arms-length negotiations between
representatives of TAT and the Special Committee.
At the
effective time of the Merger, each outstanding share of Limco’s common stock
will be converted automatically into the right to receive five tenths (.5) of an
ordinary share of TAT. At the effective time of the Merger, all
options to purchase Limco common stock that are outstanding immediately prior to
the effective time of the Merger will terminate.
Limco’s
common stock will continue to trade on the Nasdaq Global Market until the
completion of the Merger. Following the completion of the Merger, Limco’s common
stock will no longer be listed on the Nasdaq Global Market and will be
deregistered under the Securities Exchange Act of 1934. In the Merger, holders
of Limco common stock will receive ordinary shares of TAT which are publicly
traded on the NASDAQ Capital Market under the symbol “TATTF” and the Tel Aviv
Stock Exchange. It is anticipated that immediately following the
effective time of the Merger, ordinary shares of TAT will commence trading on
the NASDAQ Global Market.
Based on
the number of shares of Limco common stock and TAT ordinary shares outstanding
on March 31, 2009, immediately after the effective time of the merger, former
Limco public stockholders will own TAT ordinary shares representing
approximately 27.8% of the then-outstanding TAT ordinary shares.
Completion
of the Merger is conditioned upon the satisfaction (or waiver if legally
permissible) of a number of conditions, including, among others the
effectiveness of TAT’s registration statement on Form F-4 and the adoption of
the Merger Agreement by the stockholders of Limco. TAT holds 61.8% of
the shares of Limco’s outstanding common stock and has advised Limco’s board
that it intends to vote for approval and adoption of the
merger. Accordingly, such approval and adoption is
assured.
The
Merger Agreement may be terminated at any time, prior to the effective time of
the merger (notwithstanding any approval by Limco’s stockholders), by mutual
written consent of TAT and Limco, or as follows:
|
·
|
by
either TAT or Limco if, among other
things:
|
|
·
|
the
merger has not been completed by September 30, 2009;
or
|
|
·
|
the
adoption of the Merger Agreement by Limco’s stockholders has not been
obtained; or
|
|
·
|
any
legal requirement or final and non-appealable injunction prohibits the
consummation of the merger,
|
|
·
|
by
TAT if Limco breaches any of its representations, warranties, covenants or
agreements, such that the applicable closing conditions for TAT to effect
the merger as set forth in the Merger Agreement would not be satisfied and
such breach is not cured (if curable) within 30 days of delivery of
written notice by TAT to Limco of Limco’s breach (so long as TAT is not
itself in breach of the any of its representations, warranties, covenants
or agreements so as to cause the applicable closing conditions for Limco
to effect the merger as set forth in the Merger Agreement not to be
satisfied); or
|
|
·
|
by
Limco if TAT breaches any of its representations, warranties, covenants or
agreements, such that the applicable closing conditions for Limco to
effect the merger as set forth in the Merger Agreement would not be
satisfied and such breach is not cured (if curable) within 30 days of
delivery of written notice by Limco to TAT of TAT’s breach (so long as
Limco is not itself in breach of any of its representations, warranties,
covenants or agreements so as to cause the applicable closing conditions
for TAT to effect the merger as set forth in the Merger Agreement not to
be satisfied).
|
The
Merger Agreement contains representations and warranties made by Limco relating
to, among other things: organization, good standing organizational
documents; capital structure of Limco; SEC filings, financial statements,
absence of liabilities; absence of certain changes; intellectual property
rights; title to assets and property; material contracts; compliance with legal
requirements; legal proceedings and orders; governmental authorizations; tax
matters; employee benefit plans; labor matters; environmental matters;
insurance; authority of Limco related to the Merger Agreement; required
stockholder vote; conflicts, required filings and consents; and payment of fees
to brokers.
The
Merger Agreement contains representations and warranties by TAT and Merger Sub
relating to, among other things: organization and good standing;
organizational documents; capital structure of TAT; SEC filings, financial
statements; absence of liabilities; absence of certain changes; intellectual
property rights; title to assets and properties; material contracts; compliance
with legal requirements; legal proceedings and orders; governmental
authorizations; tax matters, employee benefit plans, labor matters,
environmental matters, insurance; authority of TAT related to the Merger
Agreement; conflicts, required filings and consents; payment of fees to brokers;
and operation of merger sub.
Many of
the representations of Limco, TAT and Merger Sub are qualified by materiality,
knowledge or a material adverse effect standard.
Pursuant
to the Merger Agreement, each of the parties agreed, during the period from the
execution of the Merger Agreement until the effective time of the merger (or, if
earlier, until the termination date) (the “Pre-Closing Period”), it and its
subsidiaries will conduct their business in all material respects only in the
ordinary course and to use commercially reasonable efforts, consistent with past
practice to:
|
·
|
preserve
its business organization intact and maintain its existing relations and
goodwill with customers, suppliers, distributors, creditors, lessors,
officers, employees, business associates and
consultants;
|
|
·
|
maintain
and keep its material properties and assets in good repair and
condition;
|
|
·
|
maintain
in effect all material governmental permits pursuant to which it currently
operates; and
|
|
·
|
maintain
and enforce all material intellectual property
rights.
|
In
addition, Limco agreed during the Pre-Closing Period, not to (and not to permit
its subsidiaries), without TAT’s prior written consent:
|
·
|
amend
its organizational documents except for such amendments that would not
prevent or materially impair the consummation of the transactions
contemplated by the Merger
Agreement;
|
|
·
|
split,
combine or reclassify its outstanding shares of capital stock without
adjusting the merger consideration;
|
|
·
|
declare,
set aside or pay any dividend payable in cash, stock or property in
respect of any capital stock; or
|
|
·
|
adopt
a plan of complete or partial liquidation or
dissolution.
|
TAT
agreed during the Pre-Closing Period, not to (and not to permit its
subsidiaries), without Limco’s prior written consent:
|
·
|
amend
its organizational documents except for such amendments that would not
prevent or materially impair the consummation of the transactions
contemplated by the Merger
Agreement;
|
|
·
|
split,
combine or reclassify its outstanding shares of capital stock without
adjusting the merger consideration;
|
|
|
declare,
set aside or pay any dividend payable in cash, stock or property in
respect of any capital stock; or
|
|
|
adopt
a plan of complete or partial liquidation or
dissolution.
|
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger
Agreement, which is incorporated herein by reference and a copy of which is
filed as Exhibit 2.1 to this Current Report on Form 8-K. The Merger
Agreement has been attached as an exhibit hereto to provide investors and
security holders with information regarding its terms.
Additional
Information and Where to Find it
In
connection with the proposed merger, Limco and TAT intend to file materials
relating to the transaction with the SEC, including a registration statement of
TAT, which will include a prospectus of TAT and a proxy statement of Limco.
Investors and security holders are urged to carefully read the registration
statement and the proxy statement/prospectus and any other materials regarding
the proposed merger when they become available, because they will contain
important information about TAT, Limco and the proposed transaction. Investors
and security holders may obtain a free copy of the definitive proxy
statement/prospectus when it becomes available and other documents filed with
the sec at the SEC's website at www.sec.gov. The definitive proxy statement/
prospectus and such other documents may also be obtained for free by directing a
request to Mary Dowdy, Chief Financial Officer at 918-445-4331.
Cautionary
Statement Regarding Forward Looking Statements
The
statements made herein are forward-looking statements. The
forward-looking statements relate to the planned merger, including the reasons
and timing of such transaction. These forward-looking statements
involve risks and uncertainties that could cause Limco’s results to differ
materially from management’s current expectations. Such risks and
uncertainties include, but are not limited to, the risk that we are not able to
realize the benefits expected from the merger. In addition, other
risks that Limco faces in running its operations include, but are not limited
to, general business conditions in the airline industry, changes in demand for
their services and products, the timing and amount or cancellation of orders,
the price and continuity of supply of component parts used in its operations,
and other risks detailed from time to time in Limco’s filings with the
Securities Exchange Commission, including its Annual Report on Form 10-K and its
Quarterly Reports on Form 10-Q. These documents contain and identify other
important factors that could cause actual results to differ materially from
those contained in the foregoing forward-looking statements. Stockholders and
other readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date on which they are made. We undertake
no obligation to update publicly or revise any forward-looking
statement.
Item
7.01 Regulation
FD Disclosure.
On April
3, 2009, the Company issued a press release entitled “Limco-Piedmont Inc. and
TAT Technologies Ltd. Announce Merger”. The press release is attached as Exhibit
99.1 hereto.
In
accordance with General Instruction B.2 of Form 8-K, the information in this
Current Report on Form 8-K shall not be deemed “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
|
2.1
|
Agreement
and Plan of Merger, dated April 3, 2009, by and among Limco-Piedmont Inc.,
TAT Technologies Ltd., and LIMC Acquisition
Company
|
|
99.1
|
Press
Release, dated April 3, 2009
|
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.
|
|
LIMCO-PIEDMONT
INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Mary
Dowdy
|
|
|
|
|
Mary
Dowdy
|
|
|
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
April 6, 2009
|
|
|
|
EXHIBIT
INDEX
|
2.1
|
Agreement
and Plan of Merger, dated April 3, 2009, by and among Limco-Piedmont Inc.,
TAT Technologies Ltd., and LIMC Acquisition
Company
|
|
99.1
|
Press
Release, dated April 3, 2009
|
Limco -Piedmont Inc. (MM) (NASDAQ:LIMC)
Historical Stock Chart
From Apr 2024 to May 2024
Limco -Piedmont Inc. (MM) (NASDAQ:LIMC)
Historical Stock Chart
From May 2023 to May 2024
