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): October 15, 2010
Advanced Energy Industries, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-26966
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84-0846841 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1625 Sharp Point Drive, Fort Collins, Colorado
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80525 |
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(Zip Code) |
Registrant’s telephone number, including area code: (970) 221-4670
Not Applicable
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 (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 2.01 Completion of Acquisition or Disposition of Assets.
On October 15, 2010, Advanced Energy Industries, Inc. (“Advanced Energy”) completed the
previously reported sale of its gas flow control business, which includes the Aera® mass flow
control and related product lines (the “Assets”), to Hitachi Metals, Ltd., pursuant to the Asset
Purchase Agreement dated July 21, 2010 between Advanced Energy and Hitachi (the “Purchase
Agreement”). The cash proceeds from the sale of the Assets were approximately $44.9 million, after
adjustments of approximately $1.2 million for inventory as of the closing date and deduction of
approximately $352,000 for certain assets retained by Advanced Energy (the “Asset Disposition”).
The Assets include, without limitation, inventory, real property in Hachioji, Japan, equipment,
certain contracts and intellectual property rights related to the gas flow control business.
In connection with the closing of the Asset Disposition, Advanced Energy entered into a Master
Services Agreement and a Supplemental Transition Services Agreement pursuant to which Advanced
Energy will provide certain transition services and Advanced Energy became an authorized service
provider for Hitachi in all countries other than Japan.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Financial Statements and explanatory notes for the
Company, after giving effect to the disposition of the Assets and adjustments described in such pro
forma financial information, are attached hereto as Exhibit 99.1 and incorporated by reference
herein.
(d) Exhibits
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| Exhibit No. |
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Description |
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2.1
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Asset Purchase Agreement by and between Advanced Energy
Industries, Inc. and Hitachi Metals, Ltd., dated as of July 21, 2010(1) |
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99.1
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Unaudited Pro Forma Condensed Consolidated Financial Information. |
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99.2
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Press release dated October 18, 2010 by Advanced Energy Industries, Inc., announcing completion of the sale of its gas flow control business. |
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Incorporated by reference to Advanced Energy’s Current Report on Form 8-K (File
No. 000-26966), filed July 22, 2010 |
2