8-K 1 l14353ae8vk.txt PVC CONTAINER CORPORATION 8-K ================================================================================ 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): May 31, 2005 PVC CONTAINER CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 0-08791 13-2616435 ------------- ------------- ------------- (State or Other (Commission File No.) (I.R.S. Employer Jurisdiction Identification No.) of Incorporation)

2 INDUSTRIAL WAY WEST, EATONTOWN, NEW JERSEY 07724 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (732) 542-0060 N/A ------------------------------------------------------------- (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. In connection with the closing of its disposition compounding business to PolyOne Corporation ("PolyOne"), as described below under Item 2.01, on May 31, 2005, PVC Container Corporation (the "Company") and its subsidiary, Novatec Plastics Corporation ("Novatec"), entered into a supply agreement (the "Supply Agreement") with PolyOne whereby the Company and Novatec will purchase from PolyOne specified percentages of the Company's and Novatec's requirements of certain polyvinyl chloride compounds through December 31, 2009 at prices specified in the Supply Agreement. ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On May 31, 2005, the Company completed the previously announced disposition of its compounding business to PolyOne. The Company received gross proceeds of $1,125,000 (which includes an advance of $500,000 on earn-out payments) and may be entitled to certain additional earn-out payments upon the achievement of certain sales targets through December 31, 2009. As disclosed under Item 1.01 above, the Company also entered into the Supply Agreement with PolyOne in connection with the closing of the disposition. ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS. (b) Pro Forma Financial Information In accordance with Article 11 of Regulation S-X, the Company is providing following pro forma financial consolidated balance sheet of the Company as of March 31, 2005 and pro forma consolidated statement of operations for the fiscal year ended June 30, 2004 and the nine months ended March 31, 2005 to show the pro forma effect of the sale of its compounding business described under Item 2.01 above. These unaudited pro forma financial statements are based on our historical consolidated financial statements as of and for the year ended June 30, 2004. The unaudited pro forma balance sheet as of March 31, 2005 assumes that the May 31, 2005 disposition of the Company's compounding business occurred on March 31, 2005. The unaudited pro forma statements of operations for the fiscal year ended June 30, 2004 and the nine months ended March 31, 2005 assumes the disposition occurred on July 1, 2003. The unaudited pro forma financial statements should be read in conjunction with the historical consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2004. These pro forma results should not be construed to be indicative of future results or results that actually would have occurred had the transactions occurred at the dates presented. PVC Container Corporation Unaudited Pro Forma Consolidated Balance Sheet

PVC Container Corporation Unaudited Pro Forma Consolidated Income Statement

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: June 6, 2005 PVC CONTAINER CORPORATION By /s/ Bertram D. Berkowitz ------------------------------------------ Name: Bertram D. Berkowitz Title: Vice President - Finance and Corporate Treasurer

PVC CONTAINER CORP 8-K