Item 1.
|
Security and
Issuer
.
|
This statement on Schedule 13D relates to the Common Stock, par value $0.001
per share (the “
Common
Stock
”), of Cohesant Technologies Inc., a Delaware
corporation (“
Cohesant
”).
The address of Cohesant’s principal executive offices is 5845 West 82nd Street, Suite
102, Indianapolis, Indiana 46278.
Item 2.
|
Identity and
Background
.
|
(a) ndash; (c) This
statement is filed by Graco Inc., a Minnesota corporation
(“
Graco
”). The address of
Graco’s principal business and principal office is 88 11th Avenue Northeast,
Minneapolis, Minnesota 55413. Graco supplies technology and expertise for the management of
fluids in both industrial and commercial applications. It designs, manufactures and markets
systems and equipment to move, measure, control, dispense and spray fluid
materials.
Certain information with respect to the executive officers and directors of
Graco is set forth on Schedule A, which is incorporated herein by reference.
(d) During the last five (5)
years, neither Graco nor, to the best of Graco’s knowledge, any of the persons listed
on Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last
five (5) years, neither Graco nor, to the best of Graco’s knowledge, any of the
persons listed on Schedule A, has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) Each of the persons
listed on Schedule A is a citizen of the United States, except for Simon J. W. Paulis, who
is a citizen of the Netherlands.
Item 3.
|
Source and Amount of Funds or Other
Consideration
.
|
As described in response to Item 4, each of Morton A. Cohen, Morris H.
Wheeler, Robert W. Pawlak and Clarion Capital Corporation (each, a
“
Stockholder
” and,
collectively, the
“
Stockholders
”) entered into
a Voting and Support Agreement (as defined below) with Graco as an inducement to Graco to
enter into the Merger Agreement (as defined below) described in Item 4. Graco did not pay
additional consideration to the Stockholders in connection with the execution and delivery
of the Voting and Support Agreements. In addition, the Stockholders granted Graco an
irrevocable proxy for the purpose of voting the shares covered by the Voting and Support
Agreements. Graco expects the consideration to be paid to the holders of Common Stock
following consummation of the Merger (as defined below) will be provided from the credit
facility of Graco and its subsidiaries.
Item 4.
|
Purpose of the
Transaction
.
|
(a) – (b)On December 3, 2007, Graco, Graco Indiana Inc., a Delaware
corporation and a direct wholly owned subsidiary of Graco
(“
Merger Sub
”), Cohesant,
CIPAR Inc., a Delaware corporation and a direct wholly owned subsidiary of Cohesant
(“
CIPAR
”), and GlasCraft
Inc., an Indiana corporation and a direct wholly owned subsidiary of Cohesant
(“
GlasCraft
”), entered into
an Agreement and Plan of Merger (the “
Merger
Agreement
”). In addition, on December 3, 2007, Cohesant and
CIPAR entered into a Separation Agreement (the “
Separation
Agreement
”). The Separation Agreement contemplates that,
immediately prior to the effective time of the Merger (as defined below), Cohesant will
spin-off all of its non-GlasCraft business operations through a distribution of CIPAR stock (the
“
Spin-off
”). Accordingly, at
the effective time of the Merger, GlasCraft will be Cohesant’s sole subsidiary. The
Merger Agreement provides for the merger of Merger Sub with and into Cohesant (the
“
Merger
”), with Cohesant
continuing as the surviving corporation in the Merger, upon the terms and subject to the
conditions set forth in the Merger Agreement. Following the Merger, Cohesant will continue
as a direct wholly owned subsidiary of Graco, and GlasCraft will continue as a direct
wholly owned subsidiary of Cohesant and an indirect wholly owned subsidiary of Graco. A
copy of the Merger Agreement is included as Exhibit 1 hereto, which is incorporated herein
by reference. The description of the Merger Agreement contained herein is qualified in its
entirety by reference to Exhibit 1.
In connection with the execution of the Merger Agreement, in order to induce
Graco to enter into the Merger Agreement, each of the Stockholders entered into a Voting
and Support Agreement with Graco, in each case dated as of December 3, 2007 (each, a
“
Voting and Support Agreement
” and, collectively, the
“
Voting and Support Agreements
”). Pursuant to the Voting and Support
Agreements, each Stockholder has agreed, among other things, subject to the terms and
conditions of the Voting and Support Agreements: (a) to appear at any meeting of the
stockholders of Cohesant or otherwise cause all outstanding shares of Common Stock owned by
him or it to be counted as present for quorum purposes; (b) to vote all outstanding shares
of Common Stock owned by him or it in favor of the approval and adoption of the
“agreement of merger” (as such term is used in Section 251 of the Delaware
General Corporation Law) contained in the Merger Agreement and any action required in
furtherance thereof; (c) to vote all outstanding shares of Common Stock owned by him or it
against any acquisition transaction other than the Merger and against any other transaction
or proposal which could reasonably be expected to prevent or materially impede or delay the
consummation of the Merger or to deprive Graco of any material portion of the benefits
anticipated by Graco to be received from the Merger or change the voting rights of the
Common Stock; (d) to appoint Graco as his or her attorney and proxy in accordance with the
Delaware General Corporation Law for purposes of securing the voting commitments described
above; and (e) subject to certain limited exceptions, to not transfer, assign, sell,
gift-over, pledge or otherwise dispose of or encumber any or all of the shares of Common
Stock or options to acquire shares of Common Stock owned by him or it. The Voting and
Support Agreements were executed by the Stockholders solely in their respective capacities
as stockholders of Cohesant.
Each Voting and Support Agreement terminates upon the earliest to occur of:
(i) the effective time of the Merger; (ii) the termination of the Merger Agreement; and
(iii) the mutual agreement of the parties to such Voting and Support Agreement. The name of
each Stockholder and the number of shares of Common Stock held by such Stockholder and
subject to the applicable Voting and Support Agreement are set forth in Item 5. A copy of
the Voting and Support Agreement between Graco and Morton A. Cohen is included as Exhibit 2
hereto, a copy of the Voting and Support Agreement between Graco and Morris H. Wheeler is
included as Exhibit 3 hereto, a copy of the Voting and Support Agreement between Graco and
Robert W. Pawlak is included as Exhibit 4 hereto and a copy of the Voting and Support
Agreement between Graco and Clarion Capital Corporation is included as Exhibit 5 hereto.
The description of the Voting and Support Agreements contained herein is qualified in its
entirety by reference to Exhibits 2, 3, 4 and 5, each of which is incorporated herein by
reference.
(d) Pursuant to the Merger
Agreement, at the effective time of the Merger, the directors and executive officers of
Merger Sub immediately prior to the Merger will become the directors and executive officers
of the surviving corporation until the earlier of their resignation or removal or until
their respective successors are duly elected and qualified.
(f) During the period from
the date of the Merger Agreement to the earlier of the effective time of the Merger and the
termination of the Merger Agreement, the Merger Agreement prohibits Cohesant from paying
any dividends on any capital stock of Cohesant (except for a semi-annual cash dividend
declared prior to the date of the Merger Agreement and described in the Merger Agreement).
In addition, prior to the effective time of the Merger, Cohesant will consummate the
Spin-off in accordance with the Separation Agreement.
(g) Pursuant to the Merger
Agreement, (i) the certificate of incorporation of the surviving corporation in the Merger
will be amended as of the effective time of the Merger to reflect the provisions of Merger
Sub’s certificate of incorporation, and (ii) the By-laws of Merger Sub as in effect
immediately prior to the effective time of the Merger will be the bylaws of the surviving
corporation in the Merger.
(h)-(i) Upon consummation of the Merger, the Common Stock
will be delisted from the Nasdaq National Market and will become eligible for termination
of registration pursuant Section 12(g)(4) of the Securities Exchange Act of
1934.
(j) Other than as described
above, Graco currently has no plans or proposals which relate to, or may result in, any of
the matters listed in Items 4(a)-(i) of Schedule 13D (although Graco reserves the right to
develop such plans).
Item 5.
|
Interest in Securities of Issuer
|
(a) – (b)By virtue of the Voting and Support Agreements, Graco may be
deemed to share with the Stockholders the power to vote the shares of Common Stock subject
to the Voting and Support Agreements. Accordingly, as of the date hereof, by virtue of the
Voting and Support Agreements, Graco may be deemed to be the beneficial owner of 1,524,148
shares of Common Stock, which represent 44.5%of the issued and outstanding shares of Common
Stock as of November 30, 2007, based on Cohesant’s representation in the Merger
Agreement that there were 3,357,809 shares of Common Stock issued and outstanding at that
date. Of the 1,524,148 shares of Common Stock which Graco may be deemed to beneficially
own, 1,458,148 are issued and outstanding on the date hereof and 66,000 could be purchased
under stock options exercisable within 60 days.
The following chart set forth the names of the Stockholders, the number of
their shares of Common Stock (including shares issued and outstanding on the date hereof
and shares which may be purchased under stock options exercisable within 60 days), and the
percentage of Cohesant’s issued and outstanding shares of Common Stock represented by
such shares of Common Stock:
Stockholder
|
Number of Shares of
Common Stock
|
Percentage
(1)
|
Morton A. Cohen(2)
|
1,273,480
|
37.2%
|
Morris H. Wheeler
|
175,766
|
5.1%
|
Robert W. Pawlak
|
74,902
|
2.2%
|
Clarion Capital Corporation
|
1,175,980
|
34.3%
|
|
(1)
|
Based on 3,357,809 shares of Common Stock outstanding as of
November 30, 2007.
|
|
(2)
|
Includes
1,175,980 shares of Common Stock which are owned by Clarion Capital Corporation, of which
Mr. Cohen is a principal.
|
Pursuant to Rule 13d-4 under the Act, this Schedule 13D shall not be deemed
an admission that Graco is, for purposes of Section 13(d) of the Act, the beneficial owner
of any of the equity securities of Cohesant that are subject to the Voting and Support
Agreements. Except as set forth in this Item 5, neither Graco nor, to the best of
Graco’s knowledge, any person identified on Schedule A hereto, beneficially owns any
shares of Common Stock.
(c) Except as described
in this Schedule 13D, there have been no transactions in the shares of Common Stock
effected by Graco or, to the best of Graco’s knowledge, any person identified on
Schedule A hereto, during the last 60 days.
Item 6.
|
Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
|
The information set forth under Items 3, 4 and 5 of this Schedule 13D and
the agreements and other documents set forth on the Exhibits attached hereto are
incorporated herein by reference. To the best knowledge of Graco, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or between any of such persons and any other person with respect to
any securities of Cohesant, including but not limited to transfer or voting of any of such
securities, finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss or the giving or withholding of
proxies, or a pledge or contingency the occurrence of which would give another person
voting power or investment power over the securities of Cohesant.
Item 7.
|
Material to be Filed as
Exhibits
.
|
Exhibit 1
|
Agreement and Plan of Merger, dated as of December 3, 2007,
by and among Graco, Merger Sub, Cohesant, CIPAR and GlasCraft.
|
Exhibit 2
|
Voting and Support Agreement, dated as of December 3, 2007,
by and between Graco and Morton A. Cohen.
|
Exhibit 3
|
Voting and Support Agreement, dated as of December 3, 2007,
by and between Graco and Morris H. Wheeler.
|
Exhibit 4
|
Voting and Support Agreement, dated as of December 3, 2007,
by and between Graco and Robert W. Pawlak.
|
Exhibit 5
|
Voting and Support Agreement, dated as of December 3, 2007,
by and between Graco and Clarion Capital Corporation.
|
SIGNATURE
After reasonable inquiry, and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this statement is
true, complete and correct.
GRACO INC.
/s/ Karen Park Gallivan
|
Its:
|
Vice President, General Counsel
|
and Secretary
SCHEDULE A
Name
|
Business Address
|
Principal Occupation
|
Board of Directors
|
|
|
Robert G. Bohn
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
William J. Carroll
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
Jack W. Eugster
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
J. Kevin Gilligan
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
Patrick J. McHale
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
Lee R. Mitau
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
Marti Morfitt
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
Mark H. Rauenhorst
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
William G. Van Dyke
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
R. William Van Sant
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Company Director
|
Executive Officers
|
|
|
Caroline M. Chambers
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and Controller
|
Karen Park Gallivan
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President, General Counsel and Secretary
|
James A. Graner
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Chief Financial Officer and Treasurer
|
Dale D. Johnson
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and General Manager, Contractor Equipment
Division
|
D. Christian Koch
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and General Manager, Asia Pacific
|
David M. Lowe
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and General Manager, Industrial Products
Division
|
Patrick J. McHale
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
President and Chief Executive Officer
|
Simon J. W. Paulis
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and General Manager, Europe
|
Charles L. Rescorla
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President, Manufacturing/Distribution
Operations
|
Mark W. Sheahan
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Chief Administrative Officer
|
Fred A. Sutter
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and General Manager, Applied Fluid
Technologies Division
|
Brian J. Zumbolo
|
88 11th Avenue Northeast, Minneapolis, Minnesota
55413
|
Vice President and General Manager, Lubrication Equipment
Division
|