-----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, BGtl6SPB5fDx42LjpF7ohCmtADiZuiiuZDNSRq+BUod7JYF9eb0YqDFAU0WrCdF9 0m9uRY/tJeg/aTEM4OczDg== 0000002070-00-000013.txt : 20000428 0000002070-00-000013.hdr.sgml : 20000428 ACCESSION NUMBER: 0000002070-00-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACME ELECTRIC CORP CENTRAL INDEX KEY: 0000002070 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 160324980 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08277 FILM NUMBER: 609916 BUSINESS ADDRESS: STREET 1: 400 QUAKER RD CITY: EAST AURORA STATE: NY ZIP: 14052 BUSINESS PHONE: 7166553800 MAIL ADDRESS: STREET 1: 400 QUAKER ROAD CITY: EAST AURORA STATE: NY ZIP: 14052 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 26, 2000 ACME ELECTRIC CORPORATION (Exact Name of Registrant as Specified in Charter) New York 1-8277 16-0324980 (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification of Incorporation) No.) 400 Quaker Road, East Aurora, New York 14052 (Address of Principal Executive Offices (Zip Code) Registrant's telephone number, including area code (716) 655-3800 N/A (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On April 26, 2000, Acme Electric Corporation issued the attached press release. Item 7. Exhibits. (i) 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. ACME ELECTRIC CORPORATION (Registrant) Date: April 26, 2000 By:______________________ Robert J. McKenna Chairman and Chief Executive Officer EX-1 2 2-2-2-2-2 CONTACT: Richard Becht (716) 655-3800 FOR IMMEDIATE RELEASE ACME ELECTRIC CORPORATION ACCEPTS BUYOUT OFFER EAST AURORA, NY, April 26, 2000 -- Acme Electric Corporation (Nasdaq: ACEE) announced today that it has accepted an offer made by its Chairman and Chief Executive Officer, Robert J. McKenna, in alliance with Strategic Investments and Holdings, Inc., to take Acme private. The Agreement and Plan of Merger executed today provides for the merger of Acme and a newly formed corporation controlled by McKenna and Strategic. In the merger, shares of Acme common stock will be converted into the right to receive $7.65 in cash for each share held. The transaction is valued at approximately $49 million in total, including stock option redemptions and the assumption of $9.5 million in company debt. A special committee of independent directors of the Acme Board, formed to consider and respond to the buyout proposal, has unanimously approved acceptance of the offer. The special committee retained Winthrop, Stimson, Putnam & Roberts as legal counsel and has engaged Ernst & Young LLP to render an opinion as to the fairness, from a financial point of view, of the consideration to be received by Acme's shareholders. Closing of the transaction is conditioned upon receipt of the fairness opinion from Ernst & Young, approval by Acme's shareholders, the availability of the financing necessary to consummate the transactions, and other customary conditions. The transaction is expected to close within the next 60-120 days. Mr. McKenna stated, "This transaction accomplishes our overall objective of delivering value to our shareholders, while ensuring that all our continuing constituents -- business partners, customers, and employees - -- can rely on Acme to continue to provide the high quality products and service for which we are known." Robert T. Brady, head of the special committee of independent directors of the Acme Board, said, "In light of conditions for smaller capitalization companies, the management and Board of Acme have been engaged in a process of reviewing strategic alternatives in order to maximize shareholder value. The Board determined that this transaction would deliver immediate value, while continuing to meet the needs of the Company, as well as its constituents. A number of alternatives, including the sale of parts of the Company, or the Company in its entirety, were explored, and this particular offer was determined to provide the best value available to the shareholders." Strategic Investments and Holdings, Inc. is a private investment holding company that acquires and grows companies in partnership with operating management. It has invested in over 65 such companies since its inception in 1983. Founded in 1917, Acme Electric Corporation is a leader in the design and manufacture of power conversion equipment for electronic and electrical systems for industrial, commercial, residential, and military and aerospace applications. Corporate headquarters are in East Aurora, NY, with operations in Cuba, NY, Lumberton, NC, Tempe, AZ, and Monterrey, Mexico. # # # # -----END PRIVACY-ENHANCED MESSAGE-----