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): April 1, 2016
HYSTER-YALE MATERIALS HANDLING, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-54799 | 31-1637659 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
5875 Landerbrook Drive
Cleveland, Ohio 44124-4069
(Address of principal executive offices, including zip code)
(440) 449-9600
(Registrant’s telephone number, including area code)
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 April 1, 2016, Hyster-Yale Capital Holding Italy S.r.l., an indirect, wholly-owned subsidiary of Hyster-Yale Materials Handling, Inc. (the “Company”), entered into an Amendment Agreement (the “Amendment”) with the shareholders of Penta Holding S.p.A. (“Penta”), which supplemented the Share Purchase Agreement (the “Agreement”) entered into on February 14, 2016 by the Company and the shareholders of Penta. Among other things, the Amendment provides for a specific allocation of the purchase price for the Penta shares among the sellers, certain changes in the resignation of certain directors and officers, including the selling shareholders, from Penta, Bolzoni S.p.A. (“Bolzoni”) and its subsidiaries as were originally set forth in the Agreement in connection with the closing of the transactions contemplated thereby. The Amendment further provides for certain releases from liability and indemnification of certain directors of Bolzoni’s subsidiaries, governance modifications to Penta in connection with the closing of the transactions contemplated by the Agreement, and updated financial statements of Penta and information in the “notices” section of the Agreement.
The foregoing summary has been included to provide investors and security holders with information regarding its terms and is qualified in its entirety by the terms and conditions of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit
|
Exhibit Description |
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| 2.1 | Amendment Agreement, dated April 1, 2016, by and among Hyster-Yale Capital Holding Italy S.r.l., as Purchaser, and Emilio Bolzoni, Roberto Scotti, Franco Bolzoni, Paolo Mazzoni and Pier Luigi Magnelli, as Sellers* | |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
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.
| Date: April 5, 2016 | HYSTER-YALE MATERIALS HANDLING, INC. | |||||||
| By: |
/s/ Charles A. Bittenbender |
|||||||
| Name: | Charles A. Bittenbender | |||||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||||
EXHIBIT INDEX
|
Exhibit
|
Exhibit Description |
|
| 2.1 | Amendment Agreement, dated April 1, 2016, by and among Hyster-Yale Capital Holding Italy S.r.l., as Purchaser, and Emilio Bolzoni, Roberto Scotti, Franco Bolzoni, Paolo Mazzoni and Pier Luigi Magnelli, as Sellers* | |
| * | Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
Exhibit 2.1
AMENDMENT AGREEMENT
dated
April 1, 2016
by and among:
Hyster-Yale Capital Holding Italy S.r.l.
(as Purchaser)
- on the one side -
and
Emilio Bolzoni
Roberto Scotti
Franco Bolzoni
Paolo Mazzoni
Pier Luigi Magnelli
(as Sellers)
- on the other side -
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT (the “ Agreement ”) is made on April 1, 2016,
by and between
| (1) | Emilio Bolzoni , born in Piacenza (Italy) on September 25, 1952, residing at Via G. Bruno, 2 - 29121 Piacenza (Italy), Italian tax code BLZMLE52P25G535S (“ Emilio Bolzoni ”); |
| (2) | Roberto Scotti , born in Piacenza (Italy) on February 13, 1951, residing at Via Mischi, 14 - 29122 Piacenza (Italy), Italian tax code SCTRRT51B13G535Z (“ Roberto Scotti ”); |
| (3) | Franco Bolzoni , born in Piacenza (Italy) on August 5, 1948, residing at Località Case Parigini - 29025 Gropparello (PC) (Italy), Italian tax code BLZFNC48M05G535O (“ Franco Bolzoni ”); |
| (4) | Paolo Mazzoni , born in Pontenure, Piacenza (Italy) on May 28, 1950, residing at via G. Tononi, 4 - 29122 Piacenza (Italy), Italian tax code MZZPLA50E28G852H (“ Paolo Mazzoni ”); |
| (5) | Pier Luigi Magnelli , born in Fiorenzuola D’Arda, Piacenza (Italy) on August 9, 1941, residing at via Coppellotti, 24 - 29121 Piacenza (Italy), Italian tax code MGNPLG41M09D611H (“ Pier Luigi Magnelli ” and, together with Emilio Bolzoni, Roberto Scotti, Franco Bolzoni and Paolo Mazzoni, collectively, the “ Sellers ”); |
and
| (6) | Hyster-Yale Capital Holding Italy S.r.l ., a corporation incorporated and existing under the laws of Italy, having its registered office in Masate, Milan (Italy), via Confalonieri 2, and enrolled with the Companies’ Register of Milan (Italy) at no. 09416080969, represented by Suzanne Schulze Taylor, Director, duly empowered (the “ Purchaser ” or “ HY Italy ” and, together with the Sellers, the “ Parties ”) |
WHEREAS
| (A) | On February 14, 2016 the Sellers and Hyster-Yale Materials Handling, Inc., a corporation incorporated and existing under the laws of Delaware, United States of America, having its registered office in Cleveland, Ohio, United States of America, 5875 Landerbrook Drive, Suite 300 (“ HYMH ”), entered into that certain “ Share Purchase Agreement ” setting forth, inter alia , the terms and conditions of the possible acquisition of all the Outstanding Penta Shares (the “ SPA ”). |
| (B) | On March 8, 2016, pursuant to Section 11.4, paragraph 1, of the SPA, HYMH designated the Purchaser, which accepted its designation, to become a party to the SPA. As a result of such designation, any reference to the “Purchaser” contained in the SPA shall be deemed to be a reference to HY Italy, provided however that the HYMH shall be jointly and severally liable with HY Italy for the due and timely performance by HY Italy of any and all obligations, duties or covenants of the Purchaser as set forth in the SPA. |
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| (C) | Prior to the consummation of the Closing, the Sellers and the Purchaser have agreed to amend the SPA according to the following terms and conditions. |
NOW AND THEREFORE , the Parties hereby agree as follows
Article 1 – Recitals and Annexes and Definitions and Construction
| 1.1 | Recitals and Annexes |
All the recitals above and the Annexes to this Agreement constitute an integral and substantial part of this Agreement. The following are the Annexes attached to and incorporated by reference in this Agreement:
|
- |
Annex 2.1 | Purchase Price Allocation and Sellers’ Bank Accounts | ||
|
- |
Annex 2.9 | Penta Financial Statements | ||
|
- |
Annex 6.1.2(iii)(b)-bis | Subsidiary Release Letters | ||
| 1.2 | Definitions and Construction |
| 1.2.1 | Terms defined in the SPA, unless otherwise defined herein, have the same meanings when used in this Agreement. |
| 1.2.2 | Subject to the provisions of this Agreement and except as expressly amended pursuant hereto, all of the terms of the SPA shall remain in full force and effect, unamended, and the SPA shall be read and construed as one document with this Agreement. If any conflict or inconsistency occurs between this Agreement and the SPA, this Agreement shall prevail. This Agreement, as a result, shall not constitute a novation of the SPA. |
Article 2 – Amendments to the SPA
Effective as of the date hereof, the Parties agree that the SPA shall be amended as follows:
| 2.1 | Annex 3.2 ( Purchase Price Allocation and Sellers’ Bank Accounts ) to the SPA will be entirely superseded by and replaced with Annex 2.1 to this Agreement. |
| 2.2 | The heading of Section 5.2 of the SPA will be entirely superseded by and replaced with the following: |
| “ Certain Actions Before and After Closing ”. |
| 2.3 | Section 5.2.1 of the SPA will be entirely superseded by and replaced with the following: |
| “ The Sellers shall : |
| (i) | resign from their offices as directors of Penta effective as of the Closing Date ; |
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| (ii) | limited to (x) Emilio Bolzoni, resign only from his office as chairman of the board of directors of the Company effective as of the Closing Date; and (y) Franco Bolzoni, Paolo Mazzoni and Pier Luigi Magnelli, resign from their offices as directors of the Company effective as of the Closing Date; |
| (iii) | use their best efforts to cause the permanent and alternate members of Penta’s supervisory board to resign effective as of the Closing Date; and |
| (iv) | limited to Emilio Bolzoni, resign from his office as director of the Subsidiaries effective as of April 30, 2016, subject to the Closing having taken place.” ; |
| 2.4 | Section 5.2.2 of the SPA will be entirely superseded by and replaced with the following: |
“The Sellers shall (A) in connection with their own resignations as per items (i), (ii)(y) and (iv) of Section 5.2.1, deliver to the Purchaser on or prior to Closing the Resignation Letters; and (B) use their best efforts to cause all resigning individuals that are referred to in item (iii) of Section 5.2.1 above to deliver to the Purchaser on or prior to Closing the Resignation Letters. ”.
| 2.5 | Section 5.2.3(i) of the SPA will be entirely superseded by and replaced with the following: |
“ a board of directors meeting of the Company be duly convened and be held on the Closing Date to (x) appoint, pursuant to Article 2386 paragraph 1 of the Italian Civil Code and in compliance with Section 6.1.2(ii)(b) below, three new directors of the Company to replace those resigning as per Section 5.2.1(ii) and (y) take the applicable actions set forth in Section 6.1.2(ii)(b) below, in which regard the Purchaser shall designate the three individuals to be appointed as per item (x) above by giving notice to the Seller’s Representative no later than three Business Days prior to the Closing Date; and ”.
| 2.6 | Section 5.2.5 of the SPA will be entirely superseded by and replaced with the following: |
“ Prior to the Closing Date, the Sellers shall procure that Penta’s by-laws be amended so that it allows the appointment of a number of directors ranging from three to five. ”.
| 2.7 | Section 6.1.2(ii)(b) of the SPA will be entirely superseded by and replaced with the following: |
“ cause the board of directors of the Company that will meet as per Section 5.2.3(i) to appoint, pursuant to Article 2386 paragraph 1 of the Italian Civil Code, the three individuals to be designated by the Purchaser pursuant to Section 5.2.3(i) as new directors of the Company to replace those resigning as per Section 5.2.2. ”.
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| 2.8 | Section 6.1.2(iii)(b) of the SPA will be entirely superseded by and replaced with the following: “ deliver to the Sellers’ Representative (x) a letter in the form of Annex 6.1.2(iii)(b) whereby the Purchaser shall, and shall cause its Designee and Penta to, release and discharge, to the maximum extent permitted under applicable Law, the resigning directors and, if applicable, supervisory board members of both Penta and the Company from and against any and all liabilities arising from their holding the offices as, respectively, directors and supervisory board members of Penta and of the Company up to the Closing Date, except in case of fraud or willful misconduct; and (y) a letter in the form of Annex 6.1.2(iii)(b)-bis whereby the Purchaser shall, and shall cause its Designee and Penta to, release and discharge, to the maximum extent permitted under applicable Law, each of Emilio Bolzoni and Roberto Scotti from and against any and all liabilities arising from their holding the office as directors in the Subsidiaries up to the Closing Date, except in case of fraud or willful misconduct; and ”. |
| 2.9 | Annex 7.1.8 ( Penta Financial Statements ) to the SPA will be entirely superseded by and replaced with Annex 2.9 to this Agreement. |
| 2.10 | Section 11.1 of the SPA will be deleted in its entirety and replaced with: |
“ Any and all notices or other communications set forth in, or relating to, this Agreement shall be in writing, in the English language, and shall be considered as sufficiently given or served if delivered by hand or sent by facsimile, with positive confirmation report, by international courier service or by registered mail, return receipt, in each case accompanied by a courtesy email to the following addresses:
If to the Sellers :
Emilio Bolzoni
In the capacity as Sellers’ Representative
Via G. Bruno, 2
29121 Piacenza (Italy)
Fax: 0523324406
Email: e.bolzoni@alice.it
If to the Purchaser :
Hyster-Yale Capital Holding Italy S.r.l.
via Confalonieri 2
Masate, Milan
Italy
Attention: Suzanne Schulze Taylor, Director
Fax: +1.440.449.9561
Email: suzy.taylor@hyster-yale.com
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with a courtesy copy to:
Hyster-Yale Materials Handling, Inc.
5875 Landerbrook Drive, Suite 300
Cleveland, Ohio
United States of America
Attention: Suzanne Schulze Taylor, Deputy General Counsel
Fax: +1.440.449.9561
Email: suzy.taylor@hyster-yale.com
Any and all the aforesaid notices or communications shall be deemed to have been duly given and be effective on the date indicated (a) in the appropriate proof of delivery, if delivered by hand or by international courier service; (b) in the return receipt, if delivered by registered mail, return receipt; and (c) in a positive confirmation report, if given by facsimile. Each Party may at any time amend its physical address, fax number or email address by giving notice to such effect to the other Party in compliance with this Section 11.1. ”.
Article 3 – Notices and General Provisions
| 3.1 | Notices |
Section 11.1 ( Notices ) of the SPA, as amended by this Agreement, shall apply to all notices and other communications under or in connection with this Agreement.
| 3.2 | Counterparts |
This Agreement may be executed in any number of counterparts, each of which will be an original, and all of which shall, taken together, be considered one and the same agreement, with the same effect as if the signatures thereto and hereto were upon the same instrument.
* * *
If you agree with the above, please re-write this amendment agreement proposal and send it back to us, together with the Annexes and Schedules, duly signed for acceptance.
Sincerely,
|
/s/ Emilio Bolzoni |
/s/ Roberto Scotti |
|||||
| Emilio Bolzoni | Roberto Scotti |
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|
/s/ Franco Bolzoni |
/s/ Paolo Mazzoni |
|||||
| Franco Bolzoni | Paolo Mazzoni | |||||
|
/s/ Pier Luigi Magnelli |
||||||
| Pier Luigi Magnelli | ||||||
* * *
In relation to the above, we hereby accept the proposed amendment agreement included in your letter dated as of today, the contents of which have been transcribed above in their entirety.
Sincerely,
| Hyster-Yale Capital Holding Italy S.r.l. | ||
|
/s/ Suzanne Schulze Taylor |
||
| By: | Suzanne Schulze Taylor | |
| Title: | Director | |
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