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): December 16, 2020
ACME UNITED CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut |
001-07698 |
06-0236700 |
(State or other jurisdiction of incorporation or organization) |
(Commission file number)
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(I.R.S. Employer Identification No.) |
55 Walls Drive, Fairfield, Connecticut |
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06824 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (203) 254-6060
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $2.50 par value per share |
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ACU |
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NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01. Other Events.
On December 16, 2020, Acme United Corporation issued a press release announcing that it had agreed to acquire the assets of Med-Nap LLC, a leading manufacturer of alcohol prep pads, alcohol wipes, benzalkonium chloride wipes (BZK), antiseptic wipes, castile soap, and lens cleaning products. Additional information related to the acquisition of Med-Nap can be found in the Company’s press release dated December 16, 2020. A copy of the press release is attached as Exhibit 99.1 to this current report.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit Number |
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Description |
99.1 |
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2
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.
ACME UNITED CORPORATION |
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By |
/s/ Walter C. Johnsen |
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Walter C. Johnsen |
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Chairman and |
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Chief Executive Officer |
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Dated: December 17, 2020 |
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By |
/s/ Paul G. Driscoll |
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Paul G. Driscoll |
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Vice President and |
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Chief Financial Officer |
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Dated: December 17, 2020 |
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Exhibit 99.1
ACME UNITED CORPORATION |
NEWS RELEASE |
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CONTACT: Paul G. Driscoll |
Acme United Corporation 55 Walls Drive Phone: (203) 254-6060 FAX: (203) 254-6521 |
Fairfield, CT 06824 |
FOR IMMEDIATE RELEASE December 16, 2020
ACME UNITED CORPORATION ACQUIRES ASSETS OF MED-NAP LLC
Provides World-Class Antiseptic Prep Pad and Towelette Solutions
FAIRFIELD, CONN. – December 16, 2020 – Acme United Corporation (NYSE American: ACU) today announced that it has acquired the assets of Med-Nap LLC., a leading manufacturer of alcohol prep pads, alcohol wipes, benzalkonium chloride wipes (BZK), antiseptic wipes, castile soap, and lens cleaning products.
Med-Nap has estimated revenues in 2020 of approximately $4.9 million and EBITDA of approximately $1.0 million. The purchase price was not disclosed. The acquisition is expected to be accretive commencing in the first quarter of 2021. The company, based in Brooksville, Florida, was founded in 2007 and employs 25 people.
Walter C. Johnsen, Chairman and CEO, said, “The acquisition of Med-Nap’s business provides our company with an FDA-registered manufacturing facility in the U.S. for antiseptic wipes and pads that are used in all our first aid kits and refills. In addition, it adds new product lines of alcohol wipes that are sold to the retail, industrial, and medical markets to meet cleaning and sterilization needs now and post pandemic. We look forward to expanding production to fulfill current requirements as well as that of future new products and customers.”
Mr. Johnsen continued, “We are delighted to welcome the Med-Nap team to Acme United and look forward to building our business with them.”
Pierre Sanfacon, Founder and President of Med-Nap, added, “I, too, am very pleased with our combination with Acme United. I see a major opportunity working together and look forward to our expansion.”
Further information on Med-Nap is available at its website, www.mednap.us
ACME UNITED CORPORATION is a leading worldwide supplier of innovative safety solutions and cutting technology to the school, home, office, hardware, sporting goods and industrial markets. Its leading brands include First Aid Only®, First Aid Central®, PhysiciansCare®, Pac-Kit®,Spill Magic®, Westcott®, Clauss®, Camillus®, Cuda®, and DMT®. For more information, visit www.acmeunited.com.
Forward-looking statements in this report, including without limitation, statements related to the Company’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including, without limitation, the following: (i) changes in the Company’s plans, strategies, objectives, expectations and intentions, which may be made at any time at the discretion of the Company; (ii) the impact of uncertainties in global economic conditions, including the impact on the Company’s suppliers and customers; (iii) changes in client needs and consumer spending habits; (iv) the impact of competition and technological changes on the Company; (v) the Company’s ability to manage its growth effectively, including its ability to successfully integrate any business it might acquire; (vi) currency fluctuations; (vii) increases in the cost of borrowings resulting from rising interest rates; (viii) international trade policies and their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff rates; and (ix) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
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