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 31, 2007
VERI-TEK INTERNATIONAL,
CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Michigan |
001-32401 |
42-1628978 |
|
| (State or Other Jurisdiction |
(Commission File |
(IRS Employer |
| of Incorporation) |
Number) |
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 31, 2007, Veri-Tek International, Corp. (the “Company”) entered into an
asset purchase agreement with GT Distribution, LLC ( “GT Distribution”) pursuant
to which GT Distribution transferred all of its rights and interest in the Noble forklift
product line (the “Product Line”) to the Company in exchange for the discharge of
obligations and trade payables of GT Distribution and certain of its subsidiaries totaling $4.2 million and assumption
by the Company of certain liabilities associated with the Product Line.
David
J. Langevin, the Company’s Chairman and Chief Executive Officer, has a significant
ownership interest in GT Distribution. As a result, the Company received a fairness
opinion from an independent financial advisor and the approval of a special independent
committee of the Company’s board of directors prior to entering into this
transaction.
Item 9.01 Financial
Statements and Exhibits.
| (a) |
Financial
Statements of Businesses Acquired. |
| (b) |
Pro
Forma Financial Information. |
| (c) |
Shell
Company Transactions. |
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 thereunder duly authorized.
|
VERI-TEK INTERNATIONAL, CORP. |
|
By: /s/ David H. Gransee |
|
Name: David H. Gransee |
|
Title: Chief Financial Officer |
Date: August 6, 2007
EXHIBIT INDEX
| Exhibit Number |
Description |
| 10.1 |
Asset
Purchase Agreement dated July 31, 2007 by and among Veri-Tek International, Corp.,
GT Distribution, LLC, Schaeff Lift Truck Inc., Crane & Machinery,
Inc., Manitex, Inc. and Manitex Liftking, ULC. |
| 99.1 |
Press
release dated August 1, 2007. |