Gateway Inc - Current report filing (8-K)
06 October 2007 - 7:26AM
Edgar (US Regulatory)
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 1, 2007
Gateway, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-14500
(Commission File Number)
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42-1249184
(IRS Employer
Identification No.)
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7565 Irvine Center Drive, Irvine, CA 92618
(Address of principal executive offices, zip code)
Registrants telephone number, including area code: 949-471-7000
None
(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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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))
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Item 1.01. Entry Into a Material Definitive Agreement.
On October 1, 2007, in connection with the Asset Purchase Agreement (the Asset Purchase
Agreement) dated September 4, 2007 among Gateway, Inc. (Gateway), MPC Corporation (MPC),
MPC-PRO LLC (Buyer), a wholly-owned subsidiary of MPC, and Gateway Technologies, Inc. (GTI), a
wholly-owned subsidiary of Gateway, Gateway and Buyer entered into a Transition Services Agreement
(the Transition Services Agreement). Under the Transition Services Agreement, Gateway has agreed
to provide certain transition services to Buyer during the seventeen-week period following the date
of the Transition Services Agreement for a total fee of approximately $6.15 million, with
additional fees payable in the event that services are provided following such seventeen-week
period. The Transition Services Agreement also provides that Gateway will buy and sell certain
components on behalf of Buyer in the course of providing transition services, including the
procurement of components from component suppliers and the sale of such components to original
design manufacturers.
The foregoing description of the Transition Services Agreement is qualified in its entirety by
reference to the form of the Transition Services Agreement contained in Exhibit 2.1 to Gateways
Current Report on Form 8-K filed September 5, 2007.
Item 2.01. Acquisition or Disposition of Significant Assets.
On October 1, 2007, pursuant to the Asset Purchase Agreement, Gateway completed the sale
to Buyer of certain assets of its Professional Division and that portion of its Consumer Direct
business engaged in selling products and services to small- to medium-sized businesses in exchange
for (i) the assumption of certain warranty, employee and other liabilities by Buyer valued at
approximately $70 million, (ii) a promissory note from
Buyer that is expected to be in an amount of approximately $6
million, and equal to the difference between the book value of the transferred inventory and the
book value of certain liabilities associated with the transferred employees and (iii) 19.9% of the
outstanding equity of MPC (the Transaction). As part of the Transaction, a significant portion
of the employees of Gateways Professional Division have joined Buyer and continue to work out of
the North Sioux City, South Dakota facility. The Buyer has also assumed Gateways ownership in its
final assembly facility (GCC) located in Nashville, Tennessee, and will take full responsibility
for this facility, including the assembly of Gateway Professional Division products produced there.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The required unaudited pro forma consolidated balance sheet as of June 30, 2007 and December
31, 2006 and the unaudited pro forma consolidated statements of operations for the six months ended
June 30, 2007 and for the fiscal year ended December 31, 2006 are included in and attached hereto
as Exhibit 99.1.
(d) Exhibits
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Exhibit
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Number
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Description
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99.1
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Unaudited pro forma consolidated balance
sheet as of June 30, 2007 and December 31, 2006
and the unaudited pro forma consolidated
statements of operations for the six months
ended June 30, 2007 and for the fiscal year
ended December 31, 2006
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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.
Date: October 5, 2007
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GATEWAY, INC.
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By:
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/s/ John P. Goldsberry
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John P. Goldsberry
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Senior Vice President & Chief
Financial Officer
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