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: March 14, 2008 (Date of earliest event reported: March 12,
2008)
RBC
BEARINGS INCORPORATED
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Delaware
|
333-124824
|
95-4372080
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
Tribology Center
Oxford,
CT 06478
(Address
of Principal Executive Offices, Including Zip Code)
(203)
267-7001
(Registrant’s
Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
8.01. Other Events.
On
March
12, 2008, RBC
Bearings Incorporated (the
“Company”) announced that it has acquired the assets of A.I.D. Corporation
(“AID”) and BEMD, Inc. (“BEMD”) for approximately $5.9 million in cash and the
assumption of certain liabilities. A copy of the press release announcing the
acquisition is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
| (d) |
Exhibits
|
| Exhibit 99.1 |
Press
Release of RBC Bearings Incorporated dated March 12,
2008.
|
SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned, hereunto
duly
authorized.
Date:
March 14, 2008
|
|
RBC
BEARINGS INCORPORATED
|
|
|
|
|
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By:
|
/s/
Thomas J. Williams
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Name:
Thomas J. Williams
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Title:
Corporate General Counsel &
Secretary
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Page
2
EXHIBIT
99.1
Press
release
RBC
Bearings Incorporated Completes the Acquisition of A.I.D. Corporation and BEMD,
Inc.
Oxford,
CT - March 12, 2008 - RBC Bearings Incorporated (NASDAQ: ROLL), a
leading
international manufacturer of highly-engineered precision plain, roller and
ball
bearings for the industrial, defense and aerospace industries,
today
announced that it has acquired the assets of A.I.D. Corporation (“AID”) and
BEMD, Inc. (“BEMD”) for approximately $5.9 million in cash and the assumption of
certain liabilities.
AID/BEMD,
located in Clayton and Canton, Georgia respectively, manufacture integrated
bearing assemblies and aircraft components for the commercial and defense
aerospace markets. The two companies generated combined revenues of
approximately $12.0 million for the year ended December 31, 2007.
Dr.
Michael J. Hartnett, Chairman and Chief Executive Officer, commented, “We are
very pleased to close our third acquisition of fiscal 2008.
The
addition of AID/BEMD expands our product offering to the worldwide airframe
and
defense industries. These products are complimentary to RBC Bearings’ existing
offering and broaden the value we deliver to the market place. We are confident
that both companies will contribute immediately to shareholder value and will
be
good partners in the years ahead.”
About
RBC Bearings
RBC
Bearings Incorporated is an international manufacturer and marketer of highly
engineered precision bearings and components. Founded in 1919, the Company
is
primarily focused on producing highly technical or regulated bearing products
requiring sophisticated design, testing, and manufacturing capabilities for
the
diversified industrial, aerospace and defense markets. Headquartered in Oxford,
Connecticut, RBC Bearings currently employs approximately 2,045 people and
operates 20 manufacturing facilities in four countries.
Safe
Harbor for Forward Looking Statements
Certain
statements in this press release contain “forward-looking statements.” All
statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws, including any
section of this press release entitled “Outlook”; any projections of earnings,
revenue or other financial items relating to the Company, any statement of
the
plans, strategies and objectives of management for future operations; any
statements concerning proposed future growth rates in the markets we serve;
any
statements of belief; any characterization of and the Company’s ability to
control contingent liabilities; anticipated trends in the Company’s businesses;
and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may”, “estimate”, “intend”,
“continue”, “believe”, “expect”, “anticipate” and other similar words. Although
the Company believes that the expectations reflected in any forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and to inherent risks and uncertainties beyond
the control of the Company. These risks and uncertainties include, but are
not
limited to, risks and uncertainties relating to our ability to integrate
acquired companies or assets, general economic conditions, geopolitical factors,
future levels of general industrial manufacturing activity, future financial
performance, market acceptance of new or enhanced versions of the Company’s
products, the pricing of raw materials, changes in the competitive environments
in which the Company’s businesses operate, the outcome of pending or future
litigation and governmental proceedings and approvals, estimated legal costs,
increases in interest rates, the Company’s ability to meet its debt obligations,
and risks and uncertainties listed or disclosed in the Company’s reports filed
with the Securities and Exchange Commission, including, without limitation,
the
risks identified under the heading “Risk Factors” set forth in the Company’s
Annual Report filed on Form 10-K. The Company does not intend, and undertakes
no
obligation, to update or alter any forward-looking statement.
Contacts
RBC
Bearings
Daniel
A.
Bergeron
203-267-5028
dbergeron@rbcbearings.com
FD
Ashton
Partners
Michael
Cummings
800-281-1163
investors@rbcbearings.com