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): |
April 12, 2005 |
Banta Corporation
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
|
1-14637
|
39-0148550
|
| (State or other |
(Commission File Number) |
(IRS Employer |
| jurisdiction of incorporation) |
|
Identification No.) |
225 Main Street, Menasha, Wisconsin 54952
|
| (Address of principal executive offices, including zip code) |
(920) 751-7777
|
| (Registrant's telephone number, including area code) |
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:
| [_] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [_] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [_] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| [_] |
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
April 12, 2005, Banta Corporation (the “Company”) sold substantially all of the
assets of its single-use healthcare products subsidiary, Banta Healthcare Group, Ltd.
(“Banta Healthcare”), to an affiliate of Fidelity Capital Investors, Inc.
(“Buyer”), a private equity investment division of Boston-based Fidelity
Strategic Investments (the “Sale Transaction”). Banta Healthcare is a Neenah,
Wisconsin-based manufacturer and distributor of disposable medical and dental products.
Following the Sale Transaction, the business will operate under the name TIDI Products.
The cash purchase price for the Sale Transaction was $67 million, subject to final net
working capital adjustments. In addition, Buyer assumed certain liabilities of Banta
Healthcare in connection with the Sale Transaction. A copy of the Asset Purchase Agreement
relating to the Sale Transaction is filed as exhibit 10.1 and is incorporated by reference
herein. In a separate, previously announced transaction related to the divestiture of
Banta Healthcare, the Company sold its warehouse in Rialto, CA, to a California real
estate investment company for $7 million.
| Item 9.01. |
Financial
Statements and Exhibits. |
| |
(c) |
Exhibits.
The following exhibit is being filed herewith: |
| |
(10.1) |
Asset
Purchase Agreement among Banta Corporation, Banta Healthcare Group, Ltd. and
BHG Acquisition LLC, dated as of February 12, 2005. |
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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.
|
BANTA CORPORATION
|
| Date: April 18, 2005 |
By: |
/s/ Ronald D. Kneezel
|
|
|
Ronald D. Kneezel
Vice President, General Counsel and Secretary
|
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BANTA CORPORATION
Exhibit Index to
Current Report on Form 8-K
Dated April 12, 2005
Exhibit
Number
| (10.1) |
*Asset
Purchase Agreement among Banta Corporation, Banta Healthcare Group, Ltd. and
BHG Acquisition LLC, dated as of February 12, 2005. |
| * |
The
schedules and exhibits to this document are not being filed herewith. The registrant
agrees to furnish supplementally a copy of any such schedule or exhibit to the Securities
and Exchange Commission upon request. |
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