-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N/dZE2fna6fr1cLOooWgpJlpvmFM9iXr09TOucBUt2E9GgBto17E61T3VPUi+dHs xSlwwEws41HPIRu0ZmJwpA== 0000950147-03-000108.txt : 20030205 0000950147-03-000108.hdr.sgml : 20030205 20030204190054 ACCESSION NUMBER: 0000950147-03-000108 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030204 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL PRECISION INC CENTRAL INDEX KEY: 0001016395 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 061453896 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22889 FILM NUMBER: 03539426 BUSINESS ADDRESS: STREET 1: 535 MIGEON AVENUE STREET 2: . CITY: TORRINGTON STATE: CT ZIP: 06790 BUSINESS PHONE: 8662992676 MAIL ADDRESS: STREET 1: 535 MIGEON AVENUE STREET 2: . CITY: TORRINGTON STATE: AZ ZIP: 06790 FORMER COMPANY: FORMER CONFORMED NAME: FM PRECISION GOLF CORP DATE OF NAME CHANGE: 19970521 8-K 1 e-9496.txt CURRENT REPORT DTD. 02/04/2003 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report February 4, 2003 ROYAL PRECISION, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 0-22889 06-1453896 (Commission File Number) (I.R.S. Employer Identification No.) 535 Migeon Avenue, Torrington, CT 06790 (Address of Principal Executive Offices) (Zip code) (860) 489-9254 (Registrant's Telephone Number, Including Area Code) (Former Name, Former Address and Former Fiscal Year if Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit is furnished as a part of this report: Exhibit No. - ----------- 99.1 Joint press release of Royal Associates, Inc. and Royal Precision, Inc. announcing consummation of merger on February 4, 2003. ITEM 9. REGULATION FD DISCLOSURE. Royal Precision, Inc., on February 4, 2003, consummated the previously announced merger with a subsidiary of Royal Associates, Inc. as a result of which Royal Precision, Inc. is the surviving corporation, the public stockholders of Royal Precision, Inc. will receive payment of $0.10 per share and Royal Precision, Inc. has become a subsidiary of Royal Associates, Inc. Further information is contained in the attached press release. 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. ROYAL PRECISION, INC. Date: February 4, 2003 By: /s/ John C. Lauchnor ------------------------------------ John C. Lauchnor, its President EXHIBIT INDEX PAGE IN SEQUENTIALLY EXHIBIT NUMBERED COPY - ------- ------------- 99.1 Joint press release of Royal Associates, Inc. and Royal __ Precision, Inc. announcing consummation of merger on February 4, 2003. EX-99.1 3 ex99-1.txt PRESS RELEASE DATED 02/04/2003 Exhibit 99.1 ROYAL PRECISION AND ROYAL ASSOCIATES JOINTLY ANNOUNCE COMPLETION OF GOING PRIVATE MERGER For Immediate Release Contact for Royal Precision, Inc.: JOHN C. LAUCHNOR, President and Chief Executive Officer FRANK W. MERTES, Vice President - Finance and Chief Financial Officer Royal Precision, Inc. (860) 489-9254 INTERNET: WWW.ROYALPRECISION.COM RCG Capital Markets Group, Inc. (480) 675-0400 RETAIL: JOE DORAME ANALYSTS/INSTITUTIONAL: JOE DIAZ MEDIA: JEFF STANLIS INTERNET: WWW.RCGONLINE.COM Contact for Royal Associates, Inc.: CHRISTOPHER JOHNSTON, President and Chief Executive Officer KENNETH J. WARREN, Secretary Royal Associates, Inc. (614) 766-1960 (FEBRUARY 4, 2003) - TORRINGTON, CT AND DUBLIN, OH - Royal Precision, Inc. (OTC:BB: RIFL), the manufacturer of Precision and Rifle branded steel and graphite shafts, several of the most widely-used golf club shafts on the professional golf tours, and distributor of Royal Grip(R) golf club grips, and Royal Associates, Inc. ("RA"), a privately-held holding company, jointly announced today that the stockholders of Royal Precision holding more than a majority of the issued and outstanding shares, by action in writing, had approved the Agreement and Plan of Merger ("Merger Agreement"), and pursuant to the Merger Agreement, RA Merger Sub, Inc, a wholly-owned subsidiary of RA, was merged with and into Royal Precision. Royal Precision has filed a certification and request with the Securities and Exchange Commission for termination of its public reporting obligations and of its registration under the Securities Exchange Act. As previously disclosed, as a result of the Merger, Royal Precision has become a wholly-owned subsidiary of RA. An investor group that includes Christopher A. Johnston, the Chairman of Royal Precision, John C. Lauchnor, the President, Chief Executive Officer and a director of Royal Precision, the remaining directors of Royal Precision, and certain other third parties are the owners of RA. All Royal Precision stockholders, other than the members of the investor group and those who properly pursue dissenters rights of appraisal of their Royal Precision shares, are entitled to receive $.10 for each Royal Precision share held. ABOUT ROYAL ASSOCIATES, INC.: RA is a closely held holding company formed by Christopher A. Johnston, Chairman of the Board of Royal Precision, John C. Lauchnor, President and Chief Executive Officer of Royal Precision, and Kenneth J. Warren, Richard P. Johnston, David E. Johnston and Charles S. Mechem, all of whom serve as directors of Royal Precision, and Robert Jaycox. Having completed its acquisition of Royal Precision, RA intends to pursue acquisitions, both within and outside of the golf industry. ABOUT ROYAL PRECISION, INC.: Royal Precision, Inc. is a leading designer, manufacturer and distributor of high-quality, innovative golf club shafts, including the Rifle shaft featuring Royal Precision's "Frequency Coefficient Matching" technology, or "FCM," designed to provide consistent flex characteristics to all the clubs in a golfer's bag. Royal Precision, Inc. is also a designer and distributor of Royal Grip(R) golf club grips offering a wide variety of standard and custom models, all of which feature durability and a distinctive feel and appearance. -----END PRIVACY-ENHANCED MESSAGE-----