8-K 1 eight-k.txt FORM 8-K ================================================================================ 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 - July 30, 2002 --------------------------------- (Date of earliest event reported) OWOSSO CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter)

Pennsylvania 0-25066 23-2756709 ------------------------------- ---------------------- --------------------------------- (State or other jurisdiction of (Commission file number) (IRS Employer Identification No.) incorporation or organization)

22543 Fisher Road PO Box 6660 Watertown, New York 13601 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (315) 782 5910 ================================================================================ OWOSSO CORPORATION FORM 8-K -------------------------------------------------------------------------------- TABLE OF CONTENTS Page Item 9. Regulation FD Disclosure. 1 2 Item 9. Regulation FD Disclosure. This Form 8-K is filed to comply with a condition imposed on Owosso Corporation (the "Company") by the Nasdaq Listing Qualification Panel on August 13, 2002 in order to avert a delisting of the Company's common stock from the Nasdaq SmallCap Market. The condition required the Company to file a July 28, 2002 balance sheet with pro forma adjustments for any significant events or transactions occurring on or before September 11, 2002 and evidencing shareholders' equity of at least $7,000,000. As reflected on the pro forma condensed consolidated balance sheet of the Company as of July 28, 2002 filed as a part of this Form 8-K, the pro forma shareholders' equity of the Company as of July 28, 2002 was $7,225,000. 3 OWOSSO CORPORATION PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET July 28, 2002 (UNAUDITED) --------------------------------------------------------------------------------

~~Owosso Motor Products~~ Pro Forma ~~Historical~~July ~~Historical~~28, 2002 Adjustments Pro Forma ~~Net~~------------- ~~sales~~----------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 20248,~~100,~~000 $ 9248,~~985~~000 Receivables, net 3,084,000 $3,084,000 10Inventories,~~115~~ net 1,893,000 ~~Cost~~1,893,000 ofNet ~~products~~assets ~~sold~~held 17for sale 6,~~170~~016,000 8$(4,~~857~~946,000) 8(a) 1,~~313~~070,000 Income taxes receivable -- -- Prepaid expenses and other 819,000 819,000 Notes receivable -- 300,000 (b) 300,000 Deferred taxes 393,000 393,000 ---------- -- -----------~~-----~~ ------------~~---~~ ~~Gross~~Total ~~profit~~current 2assets 12,~~930~~453,000 1(4,~~128~~646,000) 17,~~802~~807,000 ~~Selling~~PROPERTY, ~~general~~PLANT ~~and~~AND ~~administrative~~EQUIPMENT, ~~expenses~~NET 36,~~920~~072,000 6,072,000 GOODWILL, NET 8,894,000 8,894,000 OTHER INTANGIBLE ASSETS, NET 5,317,000 5,317,000 NET ASSETS OF DISCONTINUED OPERATIONS HELD FOR SALE 1,~~149~~078,000 21,~~771~~078,000 ~~----------------~~OTHER ASSETS 142,000 142,000 ------------~~------~~ -----------~~---~~ ------------~~---~~ ~~(Loss)~~TOTAL ~~income~~ASSETS ~~from~~$ ~~operations (990~~33,956,000) $(214,646,000) -$ ~~(969~~29,310,000) ~~Interest~~============ ~~expense~~=========== ~~985~~============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade $ 2,144,000 3$ 2,144,000 ~~446~~Accrued expenses 1,556,000 ~~(a) 536~~1,556,000 ~~Other~~Current ~~Income~~portion of long-term debt 19,304,000 (~~113~~10,700,000) - (~~113~~c) 8,604,000) ------------~~----~~ -----------~~-------~~ -------------- ~~---------------~~Total current liabilities 23,004,000 (~~Loss~~10,700,000) ~~income~~12,304,000 ~~before~~LONG-TERM ~~income~~DEBT, ~~taxes~~LESS (1CURRENT PORTION 5,~~862~~257,000) ~~(24~~5,257,000) ~~(446~~COMMON STOCK PUT OPTION 600,000) (600,000 POSTRETIREMENT BENEFITS AND OTHER LIABILITIES 405,000 405,000 DEFERRED TAXES 1,~~392~~194,000) ~~Income~~1,194,000 ~~tax~~ACCRUED ~~benefit~~PREFERRED (4STOCK DIVIDENDS 2,~~758~~325,000) ~~(120~~2,325,000) ~~(152~~SHAREHOLDERS' EQUITY 1,171,000) 6,054,000 (bd) (47,~~486~~225,000) ------------~~----~~ -----------~~-------~~ -------------- ~~---------------~~TOTAL ~~Income~~LIABILITIES ~~(loss)~~AND ~~from~~SHAREHOLDERS' ~~continuing~~EQUITY ~~operations~~$ 233,~~896~~956,000 ~~96,000~~ $(~~294~~4,646,000) 3$ 29,~~094~~310,000 ~~Basic and diluted income from continuing operations per share $ 0.49 $ 0.53~~ ============~~====~~ ===========~~====~~ ~~Weighted average number of common shares outstanding 5,874,000 5,874,000~~ ============~~==== ===============~~

-------------------------------------------------------------------------------- Pro forma adjustments reflect the sale of Motor Products - Owosso Corporation and Motor Products - Ohio Corporation. Proceeds from the sales were utilized to reduce the Company's revolving credit facility. (a) Represents the pro forma reduction of Motor Products net assets held for sale (b) Represents the pro forma addition of note receivable as a result of the sale (c) Represents the pro forma reduction of bank debt as a result of the utilization of the net proceeds of the sale (d) Represents the gain on the sale of Motor Products. 4 OWOSSO CORPORATION PRO FORMA FINANCIAL INFORMATION -------------------------------------------------------------------------------- On July 30, 2002, Owosso Corporation, (the "Company") completed the sale of all of the outstanding stock of Motor Products - Owosso Corporation, a Delaware corporation and Motor Products - Ohio Corporation, a Delaware corporation (together, "Motor Products"), manufacturers of fractional and integral horsepower motors. The purchase price paid by Hathaway Motion Control Corporation, a Colorado corporation (the "Buyer") for the outstanding stock of Motor Products consisted of $11.5 million in cash and a promissory note in the principal amount of $300,000, payable six months after closing. The purchase price was determined by arms-length negotiations among Hathaway Corporation, the Buyer, the Company and Motor Products. Net cash proceeds of $10.7 million from the sale, after payment of certain transaction costs, were utilized to reduce outstanding bank debt. The pro forma condensed consolidated balance sheet as of July 28, 2002 gives effect to the sale of Motor Products as if such transaction had occurred as of that date. The pro forma financial data presented herein is based on management's estimate of the effects of the sale of Motor Products, based upon currently available information and certain assumptions the Company believes are reasonable. The Company does not expect the receipt of additional information regarding this transaction to have a material adverse effect on the pro forma financial data. The pro forma condensed consolidated balance sheet as of July 28, 2002 is unaudited, but in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations and financial position for the periods presented. 5 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. OWOSSO CORPORATION Date: September 10, 2002 By: /s/ George B. Lemmon, Jr. ------------------------- George B. Lemmon, Jr. Chief Executive Officer and President (Principal Executive Officer and Principal Financial Officer) 6

Owosso Motor Products Pro Forma Historical Historical Adjustments Pro Forma Net sales $ 54,326,000 $ 25,313,000 $ 29,013,000 Cost of products sold 43,897,000 20,859,000 23,038,000 --------------- ------------------ ------------------- Gross profit 10,429,000 4,454,000 5,975,000 Selling, general and administrative expenses 11,183,000 2,533,000 8,650,000 Write-down of net assets held for sale 1,100,000 - 1,100,000 --------------- ------------------ ------------------ ------------------- Income (loss) from operations (1,854,000) 1,921,000 - (3,775,000) Interest expense 4,335,000 10,000 1,012,000 (a) 3,313,000 Other income (110,000) - (110,000) --------------- ------------------ ------------------ ------------------- Income (loss) before income taxes (6,079,000) 1,911,000 (1,012,000) (6,978,000) Income tax expense (benefit) (1,968,000) 378,000 (344,000) (b) (2,002,000) --------------- ------------------ ------------------ ------------------- Loss (income) from continuing operations $ (4,111,000) $ 1,533,000 $ (668,000) $ (4,976,000) =============== ================== ================== =================== Basic and diluted income from continuing operations per share $ (0.70) $ (0.85) Weighted average number of common shares outstanding 5,866,000 5,866,000 =============== ===================

Owosso Motor Products Pro Forma Historical Historical Adjustments Pro Forma ASSETS CURRENT ASSETS: Cash and cash equivalents $ 250,000 $ 250,000 Receivables, net 6,449,000 (3,378,000) 3,071,000 Inventories, net 4,071,000 (1,904,000) 2,167,000 Net assets held for sale 1,070,000 1,070,000 Net assets of discontinued operations held for sale 1,078,000 1,078,000 Income taxes receivable 324,000 324,000 Prepaid expenses and other 688,000 (20,000) 668,000 Notes receivable 300,000 (a) 300,000 Deferred taxes 413,000 413,000 -------------- --------------- ------------- ------------- Total current assets 14,343,000 (5,302,000) 300,000 9,341,000 PROPERTY, PLANT AND EQUIPMENT, NET 10,680,000 (4,216,000) 6,464,000 GOODWILL, NET 9,061,000 9,061,000 OTHER INTANGIBLE ASSETS, NET 5,417,000 5,417,000 OTHER ASSETS 468,000 (565,000) (97,000) -------------- --------------- ------------- ------------- TOTAL ASSETS $ 39,969,000 $ (10,083,000) $ 300,000 $ 30,186,000 ============== =============== ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade $ 3,418,000 $ (1,596,000) $ 1,822,000 Accrued expenses 4,290,000 (765,000) 3,525,000 Current portion of long-term debt 19,356,000 (10,700,000)(b) 8,656,000 -------------- --------------- ------------- ------------- Total current liabilities 27,064,000 (2,361,000) (10,700,000) 14,003,000 LONG-TERM DEBT, LESS CURRENT PORTION 5,418,000 5,418,000 COMMON STOCK PUT OPTION 600,000 600,000 POSTRETIREMENT BENEFITS AND OTHER LIABILITIES 3,045,000 (2,478,000) 567,000 DEFERRED TAXES 1,214,000 1,214,000 STOCKHOLDERS' EQUITY 2,628,000 (5,244,000) 11,000,000 (c) 8,384,000 -------------- --------------- ------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 39,969,000 $ (10,083,000) $ 300,000 $ 30,186,000 ============== =============== ============= =============

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