-----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, MWH+fQiBZ4NATknXnBvPrbgsyIEexpbsjcWjlA6AK2XLMW7kvQu0CAFsMlADguWD wHm8SEzk6BctN1QqjiZffA== 0000933405-08-000026.txt : 20080604 0000933405-08-000026.hdr.sgml : 20080604 20080603173706 ACCESSION NUMBER: 0000933405-08-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080603 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080604 DATE AS OF CHANGE: 20080603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATC Technology CORP CENTRAL INDEX KEY: 0000933405 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954486486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21803 FILM NUMBER: 08878541 BUSINESS ADDRESS: STREET 1: 1400 OPUS PLACE STREET 2: SUITE 600 CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 6302718100 MAIL ADDRESS: STREET 1: 1400 OPUS PLACE STREET 2: SUITE 600 CITY: DOWNERS GROVE STATE: IL ZIP: 60515 FORMER COMPANY: FORMER CONFORMED NAME: AFTERMARKET TECHNOLOGY CORP DATE OF NAME CHANGE: 19941202 8-K 1 form8k_060308.htm ATC FORM 8-K 06-03-08 form8k_060308.htm

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)
June 3, 2008


ATC TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
0-21803
95-4486486
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


1400 Opus Place, Suite 600, Downers Grove, Illinois
60515
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code
(630) 271-8100

 
(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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
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Item 5.03.  Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.

On June 3, 2008, Aftermarket Technology Corp. (the “Company”) merged its inactive wholly owned subsidiary Autocraft Remanufacturing Corp., a Delaware corporation, with and into the Company pursuant to Section 253 of the Delaware General Corporation Law, with the Company being the surviving entity in the merger.

Pursuant to the merger, the Company changed its name from “Aftermarket Technology Corp.” to “ATC Technology Corporation.”

The terms of the merger, including the Company’s name change, are set forth in the Certificate of Ownership and Merger filed as an exhibit to this Periodic Report on Form 8-K.

The Company’s active wholly owned subsidiary Autocraft Industries, Inc. was not a party to the merger and continues in existence.

 
Item 7.01.   Regulation FD Disclosure.

At meetings with investors and analysts on June 3, 2008, the Company reaffirmed its previously released guidance for the year ending December 31, 2008:

 
·
total revenue of $540-$595 million;
 
·
income from continuing operations of $36-$42 million;
 
·
earnings per diluted share from continuing operations of $1.70-$2.05;
 
·
Logistics segment revenue of $340-$385 million and profit of $45-$52 million; and
 
·
Drivetrain segment revenue of $200-$210 million and profit of $15-$19 million.

At those meetings, the Company also indicated that free cash flow for 2008 is expected to be $20-$25 million and Logistics segment margins for the balance of 2008 are expected to be 14%-15%.

The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 
Item 9.01.   Financial Statements and Exhibits.

Exhibit 3.1:  Certificate of Ownership and Merger.


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.

Dated:       June 3, 2008
ATC TECHNOLOGY CORPORATION
  
   
 
By:
/s/ Joseph Salamunovich
   
Title:  Vice President

 
 

 
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EX-3.1 2 exhibit3_1mergerdoc.htm EXHIBIT 3.1 CERT. OF OWNERSHIP AND MERGER exhibit3_1mergerdoc.htm
EXHIBIT 3.1
 

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
AUTOCRAFT REMANUFACTURING CORP.
INTO
AFTERMARKET TECHNOLOGY CORP.

(PURSUANT TO SECTION 253 OF
THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)
 
Aftermarket Technology Corp., a Delaware corporation (the “Company"), does hereby certify:
 
FIRST:  That the Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the “General Corporation Law”), its Certificate of Incorporation having been filed in the office of the Secretary of State of the State of Delaware on April 25, 1994 under the name “Aftermarket Technologies & Components, Inc.”, which Certificate of Incorporation was (i) amended and restated on July 1, 1994 to change the Company’s name to “Aftermarket Technology Corp.” and (ii) restated or amended and restated on June 21, 1996, December 19, 1996, August 7, 1998 and June 14, 2001.  Autocraft Remanufacturing Corp., a Delaware corporation (the “Subsidiary”), is incorporated pursuant to the General Corporation Law, its Certificate of Incorporation having been filed in the office of the Secretary of State of the State of Delaware on February 13, 1998 under the name “GM Remanufacturing Corp.”, which Certificate of Incorporation was amended on March 6, 1998 to change the Subsidiary’s name to “Autocraft Remanufacturing Corp.”
 
SECOND:  That the Company owns all of the outstanding shares of each class of the capital stock of the Subsidiary.
 
THIRD:  That the Company, by the following resolutions of its Board of Directors, duly adopted on May 13, 2008, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the General Corporation Law on the conditions set forth in such resolutions:
 
WHEREAS, the Company desires to change its name to ATC Technology Corporation pursuant to Section 253(b) of the General Corporation Law (the “Name Change”);
 
WHEREAS, the Company owns all of the outstanding shares of the capital stock of a Delaware corporation named Autocraft Remanufacturing Corp. (the “Subsidiary”); and
 
WHEREAS, in order to effect the Name Change the Board of Directors of the Company has deemed it advisable that the Subsidiary be merged with and into the Company (the “Merger”) pursuant to Section 253 of the General Corporation Law.
 

 
 

 

NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to effect the Name Change by merging the Subsidiary with and into the Company pursuant to Section 253 of the General Corporation Law.
 
RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) outstanding immediately prior to the effective time of the Merger shall remain unchanged and continue to remain outstanding as one share of Common Stock, held by the person who was the holder of such share of Common Stock immediately prior to the Merger.
 
RESOLVED FURTHER, that by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of the Subsidiary outstanding immediately prior to the effective time of the Merger shall be cancelled and no consideration shall be issued in respect thereof.
 
RESOLVED FURTHER, that the Certificate of Incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:
 
"FIRST:  The name of the Corporation is ATC Technology Corporation."
 
RESOLVED FURTHER, that the proper officers of the Company be, and they hereby are, authorized and directed to do all acts and things that may be necessary to carry out and effectuate the purpose and intent of these resolutions relating to the Name Change and the Merger.
 
RESOLVED FURTHER, that the proper officers of the Company be, and they hereby are, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Company, a certificate of ownership and merger for the purpose of consummating the Merger and to file the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of these resolutions relating to the Name Change and the Merger.
 
FOURTH:  The Merger shall become effective on June 3, 2008.
 
FIFTH:  The Company shall be the surviving corporation of the Merger.
 
SIXTH:  The certificate of incorporation of the Company as in effect immediately prior to the effective time of the Merger shall be the certificate of incorporation of the surviving corporation, except that Article FIRST thereof shall be amended to read in its entirety as follows:
 
"FIRST:  The name of the Corporation is ATC Technology Corporation."

 
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IN WITNESS WHEREOF, Aftermarket Technology Corp. has caused this Certificate to be signed by Joseph Salamunovich, its Vice President, as of June 2, 2008.
 
  AFTERMARKET TECHNOLOGY CORP.,
  a Delaware corporation
    
 
 
By:
 
/s/  Joseph Salamunovich
    Joseph Salamunovich, Vice President



 
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