eps3111.htm
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): September
12, 2008
GREENMAN TECHNOLOGIES,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-13776
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71-0724248
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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12498
Wyoming Ave So.
Savage,
MN 55378
(Address
of principal executive offices, including zip code)
(781)
224-2411
(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:
o Written
communications pursuant to Rule 425 under the Securities Act
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01. Entry Into a
Definitive Material Agreement
On September 12, 2008, GreenMan Technologies, Inc.
(“GreenMan”), along with its two wholly owned subsidiaries, GreenMan
Technologies of Iowa, Inc., an Iowa corporation, and GreenMan Technologies of Minnesota,
Inc., a Minnesota corporation (together, the “Sellers”) entered into a
definitive Asset Purchase Agreement (the “Purchase Agreement”) with Liberty Tire
Services, LLC, a Delaware limited liability company (“LTS”) and Liberty Tire
Services of Ohio, LLC, a Delaware limited liability company and wholly owned
subsidiary of LTS (“Purchaser”). Pursuant to the Purchase Agreement,
GreenMan and the Sellers
agreed to sell substantially all assets of the Sellers related to
the businesses of tire
collection, disposal, shredding, processing, recycling and sale of used tires
located primarily in Iowa and Minnesota (the “Business”), in exchange for approximately $26 million in cash (the
“Purchase Price”).
The Purchase Price is equal to
(i) $5.00 for each
dollar of earnings before interest, taxes, depreciation and amortization
(EBITDA) for the Business for the 12-month period commencing on October 1,
2007 and ending on September 30, 2008, minus (ii) $492,000, minus (iii) all outstanding
indebtedness assumed by the Purchaser and not paid by Sellers at the
closing, plus (iv) the assumption of certain
liabilities by the Purchaser. The Purchase Price may be subject to adjustment
after closing pursuant to the terms of the Purchase Agreement.
The sale
of assets is subject to customary closing conditions, including approval by
GreenMan’s stockholders. The Purchase Agreement contains certain
termination rights and provides that, upon the termination of the Purchase
Agreement under specified circumstances, GreenMan will be required to pay LTS a
termination fee equal to 4% of the Purchase Price.
The
Purchase Agreement contains customary representations, warranties and covenants
made by the parties to one another. GreenMan’s covenants include that
(i) GreenMan will conduct the Business in the ordinary course consistent
with past practice during the period between the execution of the Purchase
Agreement and the closing, (ii) GreenMan will not engage in certain kinds
of transactions during such period, (iii) GreenMan will not
(a) solicit proposals relating to alternative business combination
transactions or (b) subject to certain exceptions, enter into discussions
concerning or provide confidential information in connection with alternative
business combination transactions, (iv) GreenMan will cause a meeting of
its stockholders to be held to consider the approval of the sale of assets, and
(v) subject to certain customary exceptions, GreenMan’s Board of Directors
will recommend that GreenMan’s stockholders adopt the Purchase Agreement and
thereby approve the sale of assets.
In
connection with the execution of the Purchase Agreement, GreenMan, each of the
Sellers, LTS, Purchaser, each member of GreenMan’s Board of Directors and each
of GreenMan’s executive officers have executed a Stockholder Voting Agreement
(the “Voting Agreement”). Under the Voting Agreement, such directors and
executive officers have committed (i) to vote all of the shares of GreenMan’s
capital stock owned by them as of the date of the Voting Agreement, together
with all shares of GreenMan’s capital stock acquired by them after the date of
the Purchase Agreement, in favor of the adoption of the Purchase Agreement and
the approval of the sale of assets, and (ii) subject to certain exceptions, not
to enter into discussions concerning or provide confidential information in
connection with alternative business combination transactions. The shares
subject to the Voting Agreement constitute approximately 25% of the outstanding
capital stock of GreenMan as of the date of the Purchase Agreement.
The
foregoing descriptions of the Purchase Agreement and the Voting Agreement do not
purport to be complete and are qualified in their entirety by the terms and
conditions of the Purchase Agreement and the Voting Agreement, copies of which
are filed as Exhibits 2.1 and 4.1, respectively, and are incorporated by
reference. The Purchase Agreement and the Voting Agreement have been
included to provide investors with information regarding their respective terms
and are not intended to provide any other factual information about GreenMan or
LTS or their affiliates. The Purchase Agreement contains representations
and warranties the parties thereto made to, and solely for the benefit of, one
another. The assertions embodied in those representations and warranties
are qualified by information in a confidential disclosure schedule that the
parties have exchanged in connection with signing the Purchase Agreement and
that modifies, qualifies and creates exceptions to the representations and
warranties contained in the Purchase Agreement. Accordingly, investors
should not rely on the representations and warranties as characterizations of
the actual state of facts, since (i) they were made only as of the date of
the Purchase Agreement or as of a prior, specified date, (ii) in some cases
they are subject to qualifications with respect to materiality, knowledge and/or
other matters, (iii) in some cases they are intended solely to allocate
certain risks among the parties, and (iv) they are modified in important part by
the underlying disclosure schedule. This disclosure schedule contains
information that has been included in GreenMan’s prior public disclosures, as
well as non-public information. Moreover, information concerning the
subject matter of the representations and warranties may have changed since the
date of the Purchase Agreement, which subsequent information may or may not be
fully reflected in GreenMan’s public disclosures.
GreenMan intends to file a proxy
statement and other relevant documents related to the proposed transaction with
the Securities and Exchange Commission (the “Commission”). GREENMAN’S STOCKHOLDERS ARE URGED TO
READ GREENMAN’S PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain the documents free
of charge at the Commission’s web site, www.sec.gov, and GreenMan’s stockholders
and investors may obtain free copies of the documents filed with the Commission
by GreenMan (when they are available) by directing a request by mail or
telephone to Charles Coppa, Chief Financial Officer, GreenMan Technologies,
Inc., 12498 Wyoming Avenue South, Savage, Minnesota 55378, (781)
224-2411.
Item 7.01. Regulation FD
Disclosure
On September 15, 2008, GreenMan issued a press release
announcing the execution of the Purchase Agreement. A copy of the press release
is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in
Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1)
is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
be subject to the liabilities of that section. The information in this
Item 7.01 (including Exhibit 99.1) shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, except as otherwise expressly stated in such
filing.
Item 9.01. Financial
Statements and Exhibits.
Explanatory Note Regarding
Exhibits
Investors should not rely on or assume
the accuracy of representations and warranties in negotiated agreements that
have been publicly filed because such representations and warranties may be
subject to exceptions and qualifications contained in separate disclosure
schedules, because such representations may represent the parties’ risk
allocation in the particular transaction, because such representations may be
qualified by materiality standards that differ from what may be viewed as
material for securities law purposes or because such representations may no
longer continue to be true as of any given date.
(c) Exhibits.
The following exhibits are filed with
this report:
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Exhibit No.
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Exhibit Description
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2.1
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Asset Purchase Agreement among
GreenMan Technologies, Inc., Liberty Tire Services, LLC, Liberty Tire
Services of Ohio, LLC, GreenMan Technologies of Iowa, Inc., and GreenMan
Technologies of Minnesota, Inc., dated September 12, 2008. Schedules and attachments
to the Purchase Agreement are identified in an Index of Exhibits and
schedules attached to the Purchase Agreement and are omitted from this
Current Report on Form 8-K in reliance on Rule 601(b)(2) of Regulation
S-K. GreenMan hereby undertakes to provide such schedules and attachments
to the Commission upon request.
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4.1
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Stockholder Voting Agreement among
Liberty Tire Services, LLC, Liberty Tire Services of Ohio, LLC, GreenMan
Technologies, Inc., GreenMan Technologies of Iowa, Inc., GreenMan
Technologies of Minnesota, Inc., Maurice E. Needham, Lyle Jensen,
Dr. Allen Kahn, Lew F. Boyd, Nicholas DeBenedictis and Charles E. Coppa,
dated September 12, 2008.
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99.1
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Press release issued by GreenMan
Technologies, Inc., dated September 15, 2008.
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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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GREENMAN
TECHNOLOGIES, INC.
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Date: September
17, 2008