-----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, ImYjmeBzuu1c5cVn/dlvkCbWCfnUojXNN11PetW8/wPtxcY1LWVDa9ZkTEpxbF99 JZNvl6iViHZ2OHAYiaI3og== 0000950123-04-014595.txt : 20041209 0000950123-04-014595.hdr.sgml : 20041209 20041209144618 ACCESSION NUMBER: 0000950123-04-014595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041208 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHIBRO ANIMAL HEALTH CORP CENTRAL INDEX KEY: 0001069899 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 131840497 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-64641 FILM NUMBER: 041193004 BUSINESS ADDRESS: STREET 1: ONE PARKER PLZ CITY: FORT LEE STATE: NJ ZIP: 07024 BUSINESS PHONE: 2019446020 MAIL ADDRESS: STREET 1: ONE PARKET PLZ CITY: FORT LEE STATE: NJ ZIP: 07024 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPP BROTHERS CHEMICALS INC DATE OF NAME CHANGE: 19980908 8-K 1 y69483e8vk.txt 8-K 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): December 8, 2004 Phibro Animal Health Corporation (Exact name of registrant as specified in its charter) New York 333-64641 13-1840497 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) ONE PARKER PLAZA FORT LEE, NEW JERSEY 07024 (Address of principal executive offices) (Zip Code) (201) 944-6020 (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: [ ] 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 1.01 Entry into a Material Definitive Agreement. In connection with the completion of Phibro Animal Health Corporation's (the "Company") consent solicitation, commenced on November 18, 2004, with respect to its 105,000 units consisting of $85,000,000 13% Senior Secured Notes Due 2007 (the "U.S. Notes") of the Company and $20,000,000 13% Senior Secured Notes Due 2007 (the "Dutch Notes" and together with the U.S. Notes, the "Existing Notes") of Philipp Brothers Netherlands III B.V. (the "Dutch Issuer" and, together with the Company, the "Issuers"), the Issuers entered into a Second Supplemental Indenture, dated as of December 8, 2004 (the "Supplemental Indenture"), to the Indenture governing the Existing Notes, dated as of October 21, 2003, as supplemented to the date hereof (the "Indenture"), among the Issuers, the guarantors named therein, and HSBC Bank USA, National Association, as trustee. The Supplemental Indenture, and the amendments to the Indenture to be effected by the Supplemental Indenture will become operative upon the consummation by the Company of the offering of new U.S. Notes and Dutch Notes (the "Additional Notes") contemplated by amended clause (xx) of Section 4.12 of the Indenture, with Jefferies & Company, Inc. as initial purchaser, on or prior to December 31, 2004. If such offering of Additional Notes is not consummated on or prior to December 31, 2004, then the Proposed Amendments will not become operative. The above description of the Supplemental Indenture is not complete and is qualified in its entirety by the full text of the Supplemental Indenture, a copy of which is attached as Exhibit 4.2.2 to this Report and is incorporated herein by reference. A copy of a press release issued by the Company on December 9, 2004 announcing that it had received and accepted the requisite consents from the holders of a majority of the Existing Notes, and that the proposed amendments to the Indenture governing the Existing Notes have become effective is attached as Exhibit 99.1 to this Report. Nothing in this Report shall constitute an offer to purchase or sell, or a solicitation of an offer to purchase or sell, any securities of the Company. This Report includes statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Company and its affiliates. These statements may relate to, but are not limited to, information and assumptions about capital and other expenditures, dividends, financing plans, capital structure, cash flow, pending legal and regulatory proceedings and claims, including environmental matters, future economic performance, operating income, cost savings, management's plans, goals and objectives for future operations and growth. These forward-looking statements generally are accompanied by words such as "intend," "anticipate," "believe," "estimate," "expect," "should" or similar expressions. It should be understood that these forward-looking statements are necessarily estimates reflecting the best judgment of the Company's senior management, not guarantees of future performance. They are subject to a number of assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for the Company's products, the expansion of product offerings geographically or through new applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve risks and uncertainties, which could cause actual results that differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Company's ability to control or predict. Such factors include, but are not limited to, the following: the Company's substantial leverage and potential inability to service its debt; the Company's dependence on distributions from its subsidiaries; risks associated with the Company's international operations and significant foreign assets; the Company's dependence on its Israeli operations; competition in each of the Company's markets; potential environmental liability; potential legislation affecting the use of medicated feed additives; extensive regulation by numerous government authorities in the United States and other countries; the Company's reliance on the continued operation and sufficiency of its manufacturing facilities; the Company's reliance upon unpatented trade secrets; the risks of legal proceedings and general litigation expenses; potential operating hazards and uninsured risks; the risk of work stoppages; the Company's dependence on key personnel; and other factors discussed in the Company's filings with the U.S. Securities and Exchange Commission. Undue reliance should not be placed on forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report and any other cautionary statements that may accompany such forward-looking statements. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless the securities laws require the Company to do so. Item 9.01 Financial Statements and Exhibits (c) Exhibits
Exhibit No. Description 4.2.2 Second Supplemental Indenture dated as of December 8, 2004 99.1 Press Release, dated December 9, 2004
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. PHIBRO ANIMAL HEALTH CORPORATION Dated: December 9, 2004 By: /s/ Richard G. Johnson --------------------------------------- Richard G. Johnson, Chief Financial Officer EXHIBIT INDEX
Exhibit No. Description 4.2.2 Second Supplemental Indenture dated as of December 8, 2004 99.1 Press Release, dated December 9, 2004
EX-4.2.2 2 y69483exv4w2w2.txt SECOND SUPPLEMENTAL INDENTURE Exhibit 4.2.2 SECOND SUPPLEMENTAL INDENTURE ("Second Supplemental Indenture"), dated as of December 8, 2004, among Phibro Animal Health Corporation (the "U.S. Issuer"), Phillip Brothers Netherlands III B.V. (the "Dutch Issuer" and with the U.S. Issuer, the "Issuers"), each of the Guarantors named herein (including each Guarantor whose guarantee is confirmed by, or becomes effective pursuant to, this Second Supplemental Indenture), as guarantors, and HSBC Bank USA, National Association, as Trustee (the "Trustee"). All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Indenture (as defined herein). WHEREAS the Issuers and the Guarantors named therein have heretofore executed and delivered to the Trustee an Indenture, dated as of October 21, 2003, as amended by that certain First Supplemental Indenture dated as of June 25, 2004 (as such may be amended and supplemented from time to time, the "Indenture"), providing for the issuance of 105,000 Units due 2007 (the "Units"), each Unit consisting of $809.5238095 principal amount of 13% Senior Secured Notes due 2007 issued by Phibro Animal Health Corporation (the "U.S. Notes") and $190.4761905 principal amount of 13% Senior Secured Notes due 2007 issued by Philipp Brothers Netherlands III B.V. (the "Dutch Notes" together, the "Notes"); WHEREAS the Issuers propose to issue and sell to Jefferies & Company, Inc. 22,491 Additional Units, each such Additional Unit consisting of $809.5238095 principal amount of U.S. Notes and $190.4761905 principal amount of Dutch Notes; WHEREAS, in connection with the issuance and sale of such Additional Units, in accordance with the Indenture, the Issuers have obtained the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes to certain amendments (the "Amendments") to the Indenture as set forth in this Second Supplemental Indenture; WHEREAS, the Holders of at least a majority in aggregate principal amount of the outstanding Notes have waived in writing the provision in Section 9.04 of the Indenture requiring that the Record Date be at least 30 days prior to the first solicitation of Consents. WHEREAS, pursuant to Sections 9.02 and 12.16 of the Indenture, the Issuers and the Guarantors, when authorized by resolution of their respective Boards of Directors, and the Trustee, together, with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, are authorized to amend or supplement the Indenture as set forth in this Second Supplemental Indenture; WHEREAS, the Issuers, each of the Guarantors and the Trustee desire and have agreed to execute and deliver this Second Supplemental Indenture as herein provided and all conditions and requirements necessary to make this Second Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized by all necessary parties. NOW, THEREFORE, for and in consideration of the premises contained herein, it is mutually covenanted and agreed for the benefit of all Holders of the Notes as follows: Section 1. Subject to the consummation of the purchase by Jefferies & Company, Inc., as initial purchaser of the Additional Notes contemplated by proposed clause (xx) to Section 4.12 of the Indenture (which clause (xx) is set forth in clause (c)(ii) below) in an aggregate principal amount of $22,491,000, on or prior to December 31, 2004, the Indenture is hereby amended as set forth below in this Section 1: (a) Section 1.01. Section 1.01 of the Indenture is amended by adding the following definitions to the definitions contained in Section 1.01 of the Indenture in the corresponding alphabetical order: "Belgium Equipment" means all equipment located at the Belgium Plant. "Belgium Plant" means the plant owned by Phibro Belgium in Rixensart, Belgium. "Belgium Plant Sale and Virginiamycin Production Transactions" means the following transactions and payments, including payments required pursuant to the documents to evidence such transactions, each of which is subject to entering into definitive documentation containing customary representations, warranties, covenants and indemnities for a transaction of that type, and changes in the definitive economic terms which are not, individually or in the aggregate, material to the Company: (i) the transfer of substantially all of the land and buildings and certain equipment of Phibro Belgium at the Belgium Plant, as well as the industrial activities and intellectual property relating to certain solvent technology of Phibro Belgium, for a purchase price of EUR 6.2 million, payable at closing; (ii) the transfer to GSK of a majority of the employees of Phibro Belgium and the corresponding responsibility for statutory severance obligations; (iii) GSK agreeing to be responsible for costs of cleaning-up, by demolition or otherwise, certain buildings not to be used by it, but for Phibro Belgium to reimburse GSK up to a maximum of EUR 0.7 million for such clean-up costs; (iv) in recognition of the benefits to the Company from the proposed transaction, Phibro Belgium agreeing to pay to GSK EUR 1.5 million within six months from the closing date, EUR 1.5 million within eighteen months from the closing date, EUR 1.5 million within thirty months from the closing date, and EUR 0.5 million within forty-two months from the closing date; (v) Phibro Belgium retaining certain excess land (valued at approximately EUR 0.4 million) and being able to sell such land for its own account; (vi) Phibro Belgium being responsible for certain plant closure costs and legally required severance indemnities in connection with workforce reductions, estimated in total to be EUR 7.7 million, of which an amount estimated to be approximately EUR 4.1 million would be payable at or around the closing and an aggregate amount so estimated to be approximately EUR 3.6 million would be payable over periods up to thirteen years; and (vii) Phibro Belgium retaining any or all equipment at the Belgium Plant, and being able to sell such equipment for the account of Phibro Belgium or transfer such equipment, together with other assets and rights related to the production of virginiamycin, to the Company's Restricted Subsidiary in Brazil that owns the facility in Guarulhos or in connection with alternative production arrangements. 2 "Belgium Purchase Agreement" means a Purchase Agreement between Phibro Belgium and GSK relating to the Belgium Plant Sale and Virginiamycin Production Transactions, and any related or ancillary agreements or instruments entered into by Phibro Belgium, GSK, their respective Affiliates and/or other persons in connection with the Belgium Plant Sale and Virginiamycin Production Transactions, in each case as such agreements may be amended, modified or supplemented (so long as such amendments, modifications or supplements are not, individually or in the aggregate, materially adverse to the Company or the Holders). "GSK" means Glaxosmithkline Biologicals SA and/or Affiliates. "Phibro Belgium" means Phibro Animal Health SA (formerly Phibro Animal Health (Belgium) SPRL). (b) Section 1.01. Section 1.01 of the Indenture is amended as follows: (i) The definition of the term "Permitted Investments" is amended by inserting the following provision as the last clause of such definition: "and (xi) Investments in Restricted Subsidiaries of the Company in connection with the production of virginiamycin in an amount not to exceed the Fair Market Value of the Belgium Equipment plus $15.0 million." (ii) The definition of the term "Transactions" is amended by deleting the existing text of such definition in entirety and replacing it with the following: "`Transactions' means, collectively, the Offering, the PMC Sale Transactions and the solicitation of consents with respect to the Company's Existing Notes to amendments to the indenture governing the Existing Notes, the Belgium Plant Sale and Virginiamycin Production Transactions and the offering of the Notes described in clause (xx) of the second paragraph under Section 4.12 of this Indenture to refinance a portion of the Credit Agreement and the solicitation of consents with respect to the Notes to amendments to the indenture to permit the foregoing." (c) Section 4.12. Clause (i) of Section 4.12 is amended as follows: (i) by deleting the existing text thereof and replacing it with the following: "(i) Indebtedness of the Company and its Restricted Subsidiaries arising under the Credit Agreement, in an aggregate principal amount not to exceed at any time outstanding an amount equal to (w) $37.5 million; less (x) during the 30 day period preceding the date on which a scheduled payment of interest is due on the Notes, the aggregate amount of such interest, less (y) during the 30 day period preceding the date on which a scheduled payment of interest is due on the Existing Notes, the aggregate amount of such interest, less (z) the aggregate principal amount of Notes issued pursuant to clause (xx) below;" 3 (ii) by inserting the following additional clauses in Section 4.12 following clause (xviii): "(xix) Indebtedness of the Company and its Restricted Subsidiaries arising under the Belgium Purchase Agreement; and" "(xx) Indebtedness of the Issuers and the Guarantors represented by the Additional Notes issued after the Issue Date in an aggregate principal amount not to exceed $22.5 million, the proceeds of which are used to refinance or replace Indebtedness incurred pursuant to clause (i) above, Exchange Notes issued in exchange for such Additional Notes and the related Guarantees and the Company Guarantee." (d) Section 4.13(6). Section 4.13(6) is amended by deleting the existing text thereof and replacing it with the following: "(6) an agreement for the sale or disposition of assets or the Capital Stock of a Restricted Subsidiary; provided, however, that such restriction or encumbrance is only applicable to such Restricted Subsidiary or assets, as applicable, and such sale or disposition otherwise is permitted by Section 4.16, provided further, however, that such restriction or encumbrance shall be effective only for a period from the execution and delivery of such agreement through a termination date not later than 270 days after such execution and delivery (other than any such restriction or encumbrance contained in the Belgium Purchase Agreement);" (e) Section 5.01(b). Section 5.01(b) is amended by adding the following as an additional provision thereof: "Notwithstanding the foregoing, the Dutch Issuer may permit, and there may be effected, the Belgium Plant Sale and Virginiamycin Production Transactions." Section 2. The Issuers and the Guarantors agree that the Trustee is permitted, and each of them hereby authorizes the Trustee, to place a notation about this Second Supplemental Indenture on the Notes in accordance with the provisions of Section 9.05 of the Indenture. Section 3. The Trustee accepts this Second Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby supplemented, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby supplemented. Section 4. This Second Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Second Supplemental Indenture forms a part thereof. Except as otherwise expressly provided for in this Second Supplemental Indenture, all of the terms and conditions of the Indenture are hereby ratified and shall remain unchanged and continue in full force and effect. Section 5. The recitals contained in this Second Supplemental Indenture shall be 4 taken as the statements made solely by the Issuers and the Guarantors, and the Trustee shall have no liability or responsibility for their correctness, and, without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of (i) the validity or sufficiency of this Second Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Issuers and the Guarantors by corporate action or otherwise, (iii) the due execution hereof by the Issuers and the Guarantors or (iv) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters. Section 6. This Second Supplemental Indenture shall become effective upon the execution and delivery hereof by the Issuers, the Guarantors and the Trustee. Section 7. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED IN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Section 8. This Second Supplemental Indenture may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5 SIGNATURES IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date written above. PHIBRO ANIMAL HEALTH CORPORATION By: /s/ Richard G. Johnson ------------------------- Name: Richard G. Johnson Title Chief Financial Officer PHILIPP BROTHERS NETHERLANDS III B.V. By: Philipp Brothers Netherlands II B.V. By: /s/ Jack C. Bendheim ------------------------- Name: Jack C. Bendheim Title Managing Director By: /s/ Joseph M. Katzenstein ------------------------- Name: Joseph M. Katzenstein Title Managing Director DOMESTIC GUARANTORS: PRINCE AGRIPRODUCTS, INC. PHIBROCHEM, INC. PHIBRO ANIMAL HEALTH HOLDINGS, INC. PHIBRO CHEMICALS, INC. WESTERN MAGNESIUM CORP. C P CHEMICALS, INC. PHIBRO-TECH, INC. PHIBRO ANIMAL HEALTH U.S., INC. By: /s/ David C. Storbeck ---------------------------- Name: David C. Storbeck Title: Vice President FOREIGN GUARANTOR: PHIBRO ANIMAL HEALTH SA By: /s/ Jack C. Bendheim ---------------------------- Name: Jack C. Bendheim Title: Managing Director Accepted and Agreed to: HSBC BANK USA, NATIONAL ASSOCIATION, as Trustee and Collateral Agent By: /s/ Herawatta Alli -------------------------------------- Name: Herawatta Alli Title: Assistant Vice President 6 EX-99.1 3 y69483exv99w1.txt PRESS RELEASE Exhibit 99.1 FOR RELEASE: IMMEDIATELY FOR ADDITIONAL INFORMATION CONTACT: RICHARD G. JOHNSON, CHIEF FINANCIAL OFFICER, OR STEVEN L. COHEN, GENERAL COUNSEL - (201) 944-6020 PHIBRO ANIMAL HEALTH CORPORATION ANNOUNCES RECEIPT OF APPROVAL TO AMEND INDENTURE FORT LEE, NEW JERSEY, DECEMBER 9, 2004 - Phibro Animal Health Corporation (the "Company"), which previously announced a consent solicitation with respect to its 105,000 units consisting of $85,000,000 13% Senior Secured Notes Due 2007 (the "U.S. Notes") of the Company and $20,000,000 13% Senior Secured Notes Due 2007 (the "Dutch Notes" and, together with the U.S. Notes, the "Existing Notes") of Philipp Brothers Netherlands III B.V., announced today that it has received and accepted the requisite consents from the holders of over 98% of the Existing Notes. The proposed amendments to the indenture governing the Existing Notes set forth in the Company's Consent Solicitation Statement dated November 18, 2004, as amended by an Amendment and Supplement dated November 23, 2004 to Consent Solicitation Statement and as further amended by an Amendment and Supplement dated November 30, 2004 to Consent Solicitation Statement will become effective upon the consummation by the Company of the offering of up to $22.5 million aggregate principal amount of additional U.S. Notes and Dutch Notes (the "Additional Notes"), with Jefferies & Company, Inc. as initial purchaser, on or prior to December 31, 2004. If such offering of Additional Notes is not consummated on or prior to December 31, 2004, then the amendments will not become operative. The Company is a leading diversified global manufacturer and marketer of a broad range of animal health and nutrition products, specifically medicated feed additives ("MFAs") and nutritional feed additives, which the Company sells throughout the world predominantly to the poultry, swine and cattle markets. MFAs are used preventively and therapeutically in animal feed to produce healthy livestock. The Company is also a specialty chemicals manufacturer and marketer, serving numerous markets. FORWARD-LOOKING STATEMENTS This news release contains statements that, to the extent that they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934. Such forward-looking information involves risks and uncertainties that could cause actual results to differ materially from those expressed in any such forward-looking statements. These risks and uncertainties include, but are not limited to, the Company's substantial leverage and potential inability to service its debt; the Company's dependence on distributions from its subsidiaries; risks associated with the Company's international operations and significant foreign assets; the Company's dependence on its Israeli operations; competition in each of the Company's markets; potential environmental liability; potential legislation affecting the use of medicated feed additives; extensive regulation by numerous government authorities in the United States and other countries; the Company's reliance on the continued operation and sufficiency of our manufacturing facilities; the Company's reliance upon unpatented trade secrets; the risks of legal proceedings and general litigation expenses; potential operating hazards and uninsured risks; the risk of work stoppages; the Company's dependence on key personnel; and other factors discussed in the Company's filings with the U.S. Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----