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 the earliest event reported) July 5, 2007
VERI-TEK INTERNATIONAL, CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Michigan | 001-32401 | 42-1628978 | ||
| (State or Other Jurisdiction of Incorporation ) |
(Commission File Number) | (IRS Employer Identification No.) |
| 7402 W. 100th Place, Bridgeview, Illinois | 60455 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(708) 430-7500
(Registrant’s Telephone Number, Including Area Code)
(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 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. |
On July 5, 2007, Veri-Tek International, Corp. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with EuroMaint Industry, Inc., a Delaware corporation (“EuroMaint”). Under the terms of the Asset Purchase Agreement, the Company agreed to sell and EuroMaint agreed to purchase certain assets of the Company used in connection with the Company’s diesel engine testing equipment business. EuroMaint also assumed and agreed to pay, perform and discharge when due certain obligations of the Company arising in connection with the operation of the Company’s diesel engine testing equipment business. In addition to the assumption of those certain assumed liabilities, EuroMaint has agreed to pay to the Company the aggregate purchase price of $1.1 million. The Asset Purchase Agreement contains a non-compete provision whereby the Company agrees that for a period of five years following the Effective Date (as defined below), except in certain limited circumstances, it will refrain from conducting any activities that compete with the diesel engine testing equipment business being purchased by EuroMaint. The Company anticipates that the closing of the transactions contemplated by the Asset Purchase Agreement will occur on or about August 1, 2007 (the “Effective Date”).
| Item 7.01 | Regulation FD Disclosure. |
The following information is being furnished under Item 7.01 of Form 8-K: Press release, dated July 11, 2007 announcing the execution of the Asset Purchase Agreement described above. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
Not applicable.
| (b) | Pro Forma Financial Information. |
Not applicable.
| (c) | Shell Company Transactions. |
Not applicable.
| (d) | Exhibits. |
See the Exhibit Index set forth below for a list of exhibits included with this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERI-TEK INTERNATIONAL, CORP. | ||
| By: | /s/ David J. Langevin | |
| Name: | David J. Langevin | |
| Title: | Chairman and Chief Executive Officer | |
Date: July 11, 2007
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press release dated July 11, 2007. |