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 14,
2009
Stamford
Industrial Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-25781
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41-1844584
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One Landmark Square, 21
st
Floor, Stamford
Connecticut
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06901
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(203)
428-2200
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:
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¨
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.03.
Bankruptcy and
Receivership
On
September 14, 2009, Stamford Industrial Group, Inc.’s (the “Registrant” or the
“Company”) wholly-owned subsidiary, Concord Steel, Inc. (“Concord”), which
constitutes substantially all of the Company
’
s assets, filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the
Northern District of Ohio (the “Bankruptcy Court”).
Concord
will seek to continue to operate its business as debtor-in-possession under the
jurisdiction of the Bankruptcy Court and in accordance with the applicable
provisions of the Bankruptcy Code.
A copy of
a press release, dated September 14, 2009, issued by the Registrant announcing
Concord’s filing of the Chapter 11 voluntary bankruptcy petition is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
2.04. Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
The
filing of Concord’s voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the Bankruptcy Court, constitutes an event of default under
its senior secured credit agreement with Bank of America, N.A. (successor to
LaSalle Bank National Association), as administrative agent (the “Administrative
Agent”) and the other lenders party thereto (collectively with the
Administrative Agent, the “Lenders”), dated October 3, 2006, as
amended pursuant to the First Amendment Agreement, Second Amendment Agreement
and Third Amendment and Temporary Waiver Agreement dated December 31, 2007,
March 13, 2008 and August 13, 2009, respectively (as so amended, the “Credit
Agreement”).
The
Registrant believes that any efforts to enforce such payment obligations under
the Credit Agreement against Concord are stayed as a result of the filing of the
Chapter 11 petition in the Bankruptcy Court.
Item
8.01 – Other Events.
The
information described in Item 1.03 and 2.04 of this Current Report on Form 8-K
is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits
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99.1
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Press
release of Stamford Industrial Group, Inc. dated September 14,
2009.
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Forward-looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements''
within the meaning of the Private Securities Litigation Reform Act of 1995. The
Company may use words such as "anticipates," "believes," "plans," "expects,"
"intends," "future," and similar expressions to identify forward-looking
statements. These forward-looking and other statements, which are not historical
facts, are based largely upon our current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those contemplated by such forward-looking statements.
These risks and uncertainties include, among others, Concord’s ability to
continue to operate as a debtor-in-possession; our ability to develop,
prosecute, confirm and consummate a Chapter 11 plan of reorganization for
Concord; risks associated with third party motions in the Chapter 11
proceedings, which may interfere with Concord’s ability to develop and
consummate one or more plans of reorganization; the potential adverse impact of
the Chapter 11 filing on our on the market price of the Company’s common stock,
its business, financial condition and results of operations as well as Concord’s
operations, customers, suppliers, management and employees; the risks associated
with operating Concord under Chapter 11 protection; our ability to
execute Concord’s business and restructuring plan to achieve desired cost
savings and additional capital to improve liquidity; our inability to secure
necessary financing and comply with the terms and covenants of such
financing; our ability to otherwise continue to operate as a going
concern, our ability to implement our acquisition growth strategy and integrate
and successfully manage any businesses that we acquire; our ability to continue
to grow revenues in our operating divisions; our ability to use our net
operating loss carry forward, changes in the Company’s relationship with
customers; further changes in the demand for counterweights or the
growth of the construction industry; changes in our relationship with our
unionized employees; the current economic downturn and its effect on the credit
and capital markets as well as the industries and customers that use our
products; further declines in the business of our customers; the loss
of major customers; reductions to our deferred tax assets or recognition of such
assets; the price of steel; and other factors described in the “Risk Factors”
section of the Company's filings with the Securities and Exchange Commission,
including the Company's latest annual report on Form 10-K and most recently
filed Forms 8-K and 10-Q, which may be obtained at our web site at
www.stamfordig.com or the Securities and Exchange Commission’s web site at
www.sec.gov.
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.
Dated:
September 14, 2009
STAMFORD
INDUSTRIAL GROUP, INC.
By:
/s/ Jonathan
LaBarre
Jonathan
LaBarre,
Chief
Financial Officer, Treasurer and Secretary
Exhibit
Index
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Number
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Exhibit
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99.1
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Press
release of Stamford
Industrial
Group, Inc. dated
September
14, 2009.
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EXHIBIT
99.1
FOR IMMEDIATE
RELEASE
CONCORD
STEEL, INC. FILES VOLUNTARY CHAPTER 11 PETITION
Stamford, CT, September 14,
2009
— Stamford
Industrial Group, Inc.
(OTC: SIDG.PK. “SIG” or the “Company”),
today announced that its
wholly-owned subsidiary, Concord Steel, Inc. (“Concord”), which constitutes
substantially all of the Company
’
s assets, filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the
Northern District of Ohio (the “Court”) under the caption “In re Concord Steel,
Inc.” (Case No.
09-43448). SIG
was not included in Concord’s filing.
Al
Weggeman, the Company’s Chief Executive Officer, said, “Over the past year,
Concord has continued to be adversely affected by the steep drop off in
purchasing for the global infrastructure, construction, and residential markets
as a result of the global financial crisis. Recently, some of
Concord’s customers have unexpectedly announced the closing or suspending of
operations at their fabrication facilities. Throughout 2008 and 2009 we have
been taking broad-based cost cutting measures, including a 75% reduction in our
workforce, consolidating operations as well as cutting salaries, and since the
first quarter of 2009 have attempted to address and negotiate modifications to
Concord’s credit agreement to account for the reduction in demand from its
customers and the unprecedented market changes. Although we have
begun to see some subtle but positive indicators within Concord’s markets,
Concord has been unable to enter into a further amendment of its credit
agreement to address its ability to continue to comply with the credit agreement
on an ongoing basis and continue to borrow the funds needed to continue to
operate. As a result, after careful consideration, it was determined
that a Chapter 11 filing by Concord was a necessary and prudent
step.”
Concord
expects to file motions with the Court seeking the continuation of operations,
including requesting Court approval to continue paying employee wages and
salaries and providing employee benefits.
About
Stamford Industrial Group, Inc.
Concord Steel,
Inc., a wholly-owned subsidiary of Stamford Industrial Group, acquired in
October 2006, is a leading independent manufacturer of steel counter-weights and
structural weldments that are incorporated into a variety of industrial
equipment, including aerial work platforms, cranes, elevators and material
handling equipment.
Additional
information about Stamford Industrial Group, Inc. can be found at
http://www.Stamfordig.com
.
Forward-looking
Statements
This
press release includes “forward-looking statement” within the meaning of the
Private Securities Litigation Reform Act of 1995. The Company may use words such
as “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and
similar expressions to identify forward-looking statements. These
forward-looking and other statements, which are not historical facts, are based
largely upon our current expectations and assumptions and are subject to a
number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among others, Concord’s ability to continue to
operate as a debtor-in-possession; our ability to develop, prosecute, confirm
and consummate a Chapter 11 plan of reorganization for Concord; risks associated
with third party motions in the Chapter 11 proceedings, which may interfere with
Concord’s ability to develop and consummate one or more plans of reorganization;
the potential adverse impact of the Chapter 11 filing on our
on
the market price of the Company’s common stock, its business, financial
condition and results of operations as well as Concord’s operations, customers,
suppliers, management and employees; the risks associated with operating Concord
under Chapter 11 protection; our ability to execute Concord’s
business and restructuring plan to achieve desired cost savings and additional
capital to improve liquidity; our inability to secure necessary financing and
comply with the terms and covenants of such financing; our ability to
otherwise continue to operate as a going concern, our ability to implement our
acquisition growth strategy and integrate and successfully manage any businesses
that we acquire; our ability to continue to grow revenues in our operating
divisions; our ability to use our net operating loss carry forward, changes in
the Company’s relationship with customers; further changes in
the demand for counterweights or the growth of the construction
industry; changes in our relationship with our unionized employees; the current
economic downturn and its effect on the credit and capital markets as well as
the industries and customers that use our products; further declines
in the business of our customers; the loss of major customers; reductions to our
deferred tax assets or recognition of such assets; the price of steel; and other
factors described in the “Risk Factors” section of the Company's filings with
the Securities and Exchange Commission, including the Company's latest annual
report on Form 10-K and most recently filed Forms 8-K and 10-Q, which may be
obtained at our web site at www.stamfordig.com or the Securities and Exchange
Commission’s web site at www.sec.gov.
For more
information, contact:
Albert W.
Weggeman, CEO
(203) 428-2200
AWeggeman
@
Stamfordig
.com
Jonathan
LaBarre, CFO
(203) 428-2200
JLaBarre@Stamfordig.com