form8k_120908.htm
SECURITIES
AND EXCHANGE COMMISSION
FORM
8-K
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
|
Date
of Report (Date of earliest event reported)
|
December
3, 2008
|
ATC
TECHNOLOGY CORPORATION
|
(Exact
name of registrant as specified in its
charter)
|
|
|
|
|
(State
or other jurisdiction of incorporation)
|
|
(IRS
Employer Identification No.)
|
1400
Opus Place, Suite 600, Downers Grove, Illinois
|
|
(Address
of principal executive offices)
|
|
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 (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))
|
Forward-Looking
Statement Notice
This
Current Report on Form 8-K contains forward-looking statements (as such
term is defined in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934) and information
relating to us that are based on the current beliefs of our management as well
as assumptions made by and information currently available to management,
including those related to the markets for our products, general trends in our
operations or financial results, plans, expectations, estimates and
beliefs. These statements reflect our judgment as of the date of this
Current Report with respect to future events, the outcome of which is subject to
risks, which may have a significant impact on our business, operating results or
financial condition. Readers are cautioned that these forward-looking
statements are inherently uncertain. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
herein. We undertake no obligation to update forward-looking
statements. The factors that could cause actual results to differ are
discussed in our Annual Report on Form 10-K for the year ended
December 31, 2007 and our other filings made with the SEC.
Item
2.05. Costs
Associated with Exit or Disposal Activities.
On
December 3, 2008 the Board of Directors of ATC Technology Corporation approved
the restructuring of our North American Drivetrain operations, which will
include the closure of our Springfield, Missouri automatic transmission
remanufacturing facility and the consolidation of the Springfield operations
into our existing operations in Oklahoma City. The closure of the
Springfield facility, which includes the elimination of all hourly and salaried
positions, is expected to be completed by June 30, 2009. The lease
for the facility will expire at the end of 2009. The restructuring is
in response to the factors described in Item 2.06 “Material Impairment”
below.
We expect
to incur approximately $14 million ($8.8 million net of tax) of costs in
connection with the restructuring, consisting of $8 million for asset impairment
(see Item 2.06 “Material Impairment” below), $3 million for employee termination
benefits, and $3 million to move the Springfield operations and close the
Springfield facility. Of the total charges, approximately $6 million
will be cash charges, $1 million of which will be incurred during the fourth
quarter of 2008 and $5 million of which will be incurred in the first half of
2009.
Item
2.06. Material
Impairment.
The very
recent significant adverse changes in the business climate in the North American
vehicle industry due to the economic slowdown, including the unprecedented
distress being experienced by our customers and the supporting supply base, have
impacted our views of both the expected volumes and the valuation related to our
Drivetrain segment. As a result, we have reassessed the carrying
value of goodwill of our North American Drivetrain business pursuant to SFAS No.
142 Goodwill and Other
Intangible Assets and on December 8, 2008 we concluded that we will incur
a non-cash goodwill impairment charge in the Drivetrain segment of $60-$80
million ($43 to $57 million net of tax). The actual amount of the
impairment charge (to be determined in accordance with our valuation procedures
and analysis) will be communicated along with the announcement of our 2008
results. Prior to this projected impairment, our Drivetrain segment
had $116 million of goodwill.
The
Drivetrain restructuring described in Item 2.05. “Costs Associated with Exit or
Disposal Activities” above will result in approximately $8.0 million of noncash
impairment charges, primarily to write certain inventories down to estimated net
realizable value and to write off the net book value of remaining leasehold
improvements associated with the Springfield facility.
Item
7.01. Regulation FD
Disclosure.
On
December 9, 2008, we issued a press release (a copy of which is attached as
Exhibit 99) that described the above matters and provided revised
projections of the following information for the year ending December 31,
2008.
|
|
·
|
Logistics
segment revenue and profit;
|
|
|
·
|
Drivetrain
segment revenue and loss;
|
|
|
·
|
loss
from continuing operations per diluted share;
and
|
|
|
·
|
adjusted
earnings from continuing operations per diluted
share.
|
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
8.01. Other
Events.
On
December 5, 2008, we completed the repurchase of $50 million of our common stock
(2,489,671 shares) under our previously announced 2008 stock repurchase
plan.
Item
9.01. Financial
Statements and Exhibits.
Exhibit
99: Press release dated December 9, 2008
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: December 9,
2008
|
ATC
TECHNOLOGY CORPORATION
|
|
|
By:
|
/s/
Joseph Salamunovich
|
|
|
|
Vice
President
|