UNITED STATES
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): November 22, 2013
ALTRA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33209
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61-1478870
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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300 Granite Street, Suite 201
Braintree, Massachusetts
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02184
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (781) 917-0600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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; Changes in Fiscal Year.
Effective November 22, 2013, Altra Holdings, Inc. (the “Company”) changed its legal corporate name to Altra Industrial Motion
Corp. We effectuated the name change through a short-form merger pursuant to Section 253 of the General Corporation Law of the State of Delaware where a subsidiary formed solely for the purpose of the name change was merged with and into us,
with us as the surviving corporation in the merger. The merger had the effect of amending our Certificate of Incorporation to reflect our new legal name. A copy of the Certificate of Ownership and Merger effecting the name change, as filed with the
Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.1. By its terms, the Certificate of Ownership and Merger became effective at 11:59 p.m. Eastern Standard Time on November 22, 2013.
The merger and resulting name change do not affect our trading symbol, our CUSIP, nor the rights of our security holders, creditors, customers
or suppliers. Other than the name change, we did not make any changes to our Certificate of Incorporation or our Bylaws.
Item 7.01 Regulation FD
Disclosure.
On November 25, 2013, the Company issued a press release announcing the name change. The press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of Form 8-K, including Exhibits 99.1 attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any
filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No
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Description
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3.1
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Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on November 22, 2013
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99.1
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Press release of the Company, dated November 25, 2013
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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.
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Altra Holdings, Inc.
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/s/ Glenn E. Deegan
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Name:
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Glenn E. Deegan
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Title:
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Vice President, Legal and Human
Resources,
General Counsel and Secretary
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Date: November 25, 2013
EXHIBIT INDEX
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Exhibit
No
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Description
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3.1
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Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on November 22, 2013
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99.1
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Press release of the Company, dated November 25, 2013
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Exhibit 3.1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A
TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:
“ALTRA MERGER SUB, INC.”, A DELAWARE CORPORATION,
WITH AND INTO “ALTRA HOLDINGS, INC.” UNDER THE NAME OF “ALTRA INDUSTRIAL MOTION CORP.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY–SECOND DAY
OF NOVEMBER, A.D. 2013, AT 1:46 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF OWNERSHIP IS THE TWENTY–SECOND DAY OF NOVEMBER, A.D. 2013, AT 11:59 O’CLOCK P.M.
A FILED COPY OF THIS
CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.
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State of Delaware
Secretary of State
Division of Corporations
Delivered 02:04 PM 11/22/2013
FILED 01:46 PM 11/22/2013
SRV 131340902 – 3870357 FILE
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STATE OF DELAWARE
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ALTRA MERGER
SUB, INC.
(a Delaware corporation)
WITH AND INTO
ALTRA
HOLDINGS, INC.
(a Delaware corporation)
Pursuant to Section 253 of the Delaware General Corporation Law of the State of Delaware, on this 22nd day of November 2013, Altra Holdings, Inc., a
Delaware corporation (the “Company”), for the purpose of effecting the merger of Altra Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Subsidiary”), with and into the Company, does hereby
certify:
FIRST:
The Company and the Subsidiary are incorporated pursuant to the General Corporation Law of the State of Delaware (the
“DGCL”).
SECOND:
The Company owns all of the outstanding shares of capital stock of the Subsidiary.
THIRD:
The Board of Directors of the Company duly adopted the resolutions attached as
Exhibit A
hereto providing for the merger (the
“Merger”) of the Subsidiary with and into the Company pursuant to Section 253 of the DGCL, which resolutions have not been amended or rescinded and are in full force and effect.
FOURTH:
The Company shall be the surviving corporation in the Merger and, from and after the Effective Time (defined below), the name of the surviving
corporation shall be “Altra Industrial Motion Corp.”
FIFTH:
The Second Amended and Restated Certificate of Incorporation of the Company
as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the surviving corporation, except that ARTICLE I of the Second Amended and Restated Certificate of Incorporation shall be amended at the Effective Time
to read in its entirety as follows:
“ARTICLE I
The name of the Corporation is Alta Industrial Motion Corp.”
SIXTH:
This Certificate of Ownership and Merger shall be effective as of 11:59 p.m. Eastern Standard Time on November 22, 2013 (the
“Effective Time”).
[Signature page follows]
IN WITNESS WHEREOF,
undersigned has caused this Certificate of Ownership and Merger to be duly executed in
its corporate name by its duly authorized officer on the date first written above.
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ALTRA HOLDINGS, INC.
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By:
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/s/ Glenn E. Deegan
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Name:
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Glenn E. Deegan
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Title:
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Vice President, Legal and Human
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Resources, General Counsel and Secretary
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EXHIBIT A
BOARD RESOLUTIONS
WHEREAS,
the
Company owns 100% of issued and outstanding shares of the capital stock of Altra Merger Sub, Inc., a Delaware corporation (the “Subsidiary”).
WHEREAS,
the Board deems it to be advisable and in the best interest of the Company and its stockholders to merge the Subsidiary with and into the
Company pursuant to the provisions of Section 253 of the Delaware General Corporation Law (the “DGCL”), with the Company being the surviving entity (the “Merger”).
WHEREAS,
the Board deems it advisable to file a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware effecting the
Merger with an effective time (the “
Effective Time
”) as determined by an officer of the Company.
NOW, THEREFORE, BE IT RESOLVED,
that the Merger be, and hereby is, authorized and approved.
RESOLVED FURTHER,
that the Certificate of Ownership and Merger with the Secretary
of State of the State of Delaware shall be filed by the Company in accordance with the provisions of Section 253 of the Delaware Code to be effective at the Effective Time.
RESOLVED FURTHER,
that at the Effective Time the Subsidiary shall be merged with and into the Company, the legal existence of the Subsidiary as a
separate legal entity shall cease and the Company shall continue its existence as the surviving corporation.
RESOLVED FURTHER,
that, upon the
Effective Time, the Company shall assume all of the Subsidiary’s liabilities and obligations and be possessed of all of the assets, property, rights, powers, franchises and privileges of the Subsidiary.
RESOLVED FURTHER,
that, upon the Effective Time, each issued and outstanding share of the capital stock of the Subsidiary shall be cancelled and
extinguished and cease to be outstanding, without any payment being made in respect thereof, inasmuch as the Company is the owner of all issued and outstanding shares of capital stock of the Subsidiary.
RESOLVED FURTHER,
that, upon the Effective Time, the Company shall by amendment of its Second Amended and Restated Certificate of Incorporation assume
the name Altra Industrial Motion Corp.
RESOLVED FURTHER,
that the officers of the Company be, and each of them hereby is, authorized, empowered
and directed to do any and all acts and things and to make, execute, deliver, file, and/or record any and all instruments, papers and documents, including, but not limited to, providing notification of the Merger to any appropriate governmental or
regulatory agencies, the filing of a Certificate of Ownership and Merger in accordance with Section 253 of the Delaware Code and any other forms and documents with such agencies as may be required or advisable by them or by law, to effectuate
the purposes of the foregoing resolutions and to carry out and consummate the Merger.
Exhibit 99.1
Altra Holdings, Inc. Announces Name Change to Altra Industrial Motion Corp.
BRAINTREE, Mass., Nov. 25, 2013 (GLOBE NEWSWIRE) — Altra Holdings, Inc. (NASDAQ: AIMC), a leading global supplier of electromechanical power transmission
and motion control products, today announced that the Company has changed its name to Altra Industrial Motion Corp. The name change became effective as of 11:59 p.m. Eastern Standard Time on November 22, 2013. The Company’s common stock
will continue to be listed on the NASDAQ and trade under its current ticker symbol: “AIMC.”
Carl Christenson, Altra’s President and CEO
stated, “The name change to Altra Industrial Motion Corp. reflects our strength as an operating company focused on adding value to our industry-leading brands. We will continue to drive improvement by executing our Operational Excellence
program, supporting organic growth initiatives and identifying strategic acquisitions.”
Additionally, to facilitate the name change above, the
wholly-owned subsidiary Altra Industrial Motion, Inc. has changed its name to Altra Power Transmission, Inc.
About Altra Industrial Motion Corp.
Altra Industrial Motion Corp. is a leading global designer, producer and marketer of a wide range of electromechanical power transmission products. The Company
brings together strong brands covering over 40 product lines with production facilities in eight countries. Our leading brands include Boston Gear, Warner Electric, TB Wood’s, Bauer Gear Motor, Formsprag Clutch, Wichita Clutch, Ameridrives
Couplings, Kilian Manufacturing, Marland Clutch, Nuttall Gear, Stieber Clutch, Twiflex Limited, Bibby Transmissions, Matrix International, Inertia Dynamics, Huco-Dynatork, Lamiflex Couplings and Warner Linear.
Forward-Looking Statements
All statements, other than
statements of historical fact included in this release are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, any statement that may predict,
forecast, indicate or imply future results, performance, achievements or events. Forward-looking statements can generally be identified by phrases such as “believes,” “expects,” “potential,” “continues,”
“may,” “should,” “seeks,” “predicts,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “could,” “designed”, “should
be,” and other similar expressions that denote expectations of future or conditional events rather than statements of fact. Forward-looking statements also may relate to strategies, plans and objectives for, and potential results of, future
operations, financial results, financial condition, business prospects, growth strategy and liquidity, and are based upon financial data, market assumptions and management’s current
business plans and beliefs or current estimates of future results or trends available only as of the time the statements are made, which may become out of date or incomplete. Forward-looking
statements are inherently uncertain, and investors must recognize that events could differ significantly from our expectations. These statements include, but may not be limited to, those relating to the ability of the Company to execute the
Operational Excellence program, organic growth opportunities, and the Company’s acquisition strategy.
In addition to the risks and uncertainties
noted in this release, there are factors that could cause actual results to differ materially from those anticipated by some of the statements made. These include: (1) competitive pressures, (2) changes in economic conditions in the United
States and abroad and the cyclical nature of our markets, (3) loss of distributors, (4) the ability to develop new products and respond to customer needs, (5) risks associated with international operations, including currency risks,
(6) accuracy of estimated forecasts of OEM customers and the impact of the current global economic environment on our customers, (7) risks associated with a disruption to our supply chain, (8) fluctuations in the costs of raw
materials used in our products, (9) product liability claims, (10) work stoppages and other labor issues, (11) changes in employment, environmental, tax and other laws and changes in the enforcement of laws, (12) loss of key
management and other personnel, (13) changes in pension and retirement liabilities, (14) risks associated with compliance with environmental laws, (15) the ability to successfully identify, execute, manage and integrate key
acquisitions and mergers, (16) failure to obtain or protect intellectual property rights, (17) risks associated with impairment of goodwill or intangibles assets, (18) failure of operating equipment or information technology
infrastructure, (19) risks associated with our debt leverage and operating covenants under our debt instruments, (20) risks associated with restrictions contained in our Convertible Notes and Credit Facility, (21) risks associated
with compliance with tax laws, (22) risks associated with the global recession and volatility and disruption in the global financial markets, (23) risks associated with implementation of our new ERP system, (24) risks associated with
the Bauer and Lamiflex acquisitions and integration and other acquisitions, (25) risks associated with the Company’s investment in a new manufacturing facility in China, and (26) other risks, uncertainties and other factors described
in the Company’s quarterly reports on Form 10-Q and annual reports on Form 10-K and in the Company’s other filings with the U.S. Securities and Exchange Commission (SEC) or in materials incorporated therein by reference. Except as required
by applicable law, Altra Industrial Motion, Corp. does not intend to, update or alter its forward looking statements, whether as a result of new information, future events or otherwise. AIMC-E
CONTACT: Altra Industrial Motion Corp.
Christian Storch, Chief Financial Officer
(781) 917-0541
christian.storch@altramotion.com
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