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): September 28, 2007
Innovex, Inc.
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(Exact name of Registrant as Specified in its Charter)
Minnesota
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(State Or Other Jurisdiction Of Incorporation)
000-13143 41-1223933
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(Commission File Number) (I.R.S. Employer Identification No.)
3033 Campus Drive, Suite E180
Plymouth, MN 55441
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(Address Of Principal Executive Offices) (Zip Code)
(763) 479-5300
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Registrant's Telephone Number, Including Area Code
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 (see General Instruction A.2. below):
|_| 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))
Items under Sections 1, 3 through 8 are not applicable and therefore omitted.
ITEM 2.02 Results Of Operations And Financial Condition.
The Company hereby furnishes a press release issued on October 1, 2007 and
attached hereto as Exhibit 99.1 disclosing material non-public information
regarding the Company's results of operations for the quarter ending September
29, 2007.
ITEM 2.05 Costs Associated with Exit or Disposal Activities
On September 28, 2007, the board of directors approved a plan to relocate its
corporate office to Thailand during the first quarter of fiscal 2008. As part of
the relocation, most administrative, sales and engineering functions will be
relocated to Asia. The Company will retain key sales and engineering resources
in the U.S. to support its U.S. based customers. In addition, the Company plans
to achieve additional cost savings by discontinuing manufacturing activity at
its Korat, Thailand facility as the Flex Suspension Assembly product reaches its
end of life by the end of the fiscal 2008 second quarter. The restructuring
charge could total up to $4.1 million over the next twelve months. Included in
the total are non-cash asset impairment charges of $0.4 million that will be
recorded in the fiscal 2007 fourth quarter. The remaining expected restructuring
charges will be recorded as the liabilities are incurred over the next twelve
months. The additional cash related charges are expected to include severance
costs of up to $2.6 million and contract termination and asset transfer costs of
up to $1.1 million.
As part of the transition, Terry Dauenhauer, currently Senior Vice President and
Chief Operating Officer, is expected to assume the title of President on or
about December 15, 2007. William P. Murnane will continue to serve as Chairman
of Innovex's board of directors and will continue to be responsible for
Innovex's strategic direction.
The Company expects annual cost savings of over $6.0 million once the transition
is complete with interim cost savings being realized as the transition is
completed. Capital expenditures related to the restructuring plan will be
minimal.
ITEM 2.06 Material Impairments
On September 28, 2007, the Company's board of directors approved a plan to
relocate its corporate office to Thailand and discontinue manufacturing activity
at its Korat, Thailand facility as the Flex Suspension Assembly product reaches
its end of life by the end of the fiscal 2008 second quarter. As a result, based
on management's review of long lived assets as of September 28, 2007, it was
determined that the value of the Company's assets located at its Plymouth,
Minnesota office and manufacturing equipment used for Flex Suspension Assembly
production were impaired. The assets were written down to their estimated
recoverable value as discussed in Item 2.05.
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On September 28, 2007, the Company's board of directors approved a plan to
relocate its corporate office to Thailand As part of the transition, Terry
Dauenhauer, currently Senior Vice President and Chief Operating Officer, is
expected to assume the title of President on or about December 15, 2007. William
P. Murnane will continue to serve as Chairman of Innovex's board of directors
and will continue to be responsible for Innovex's strategic direction.
ITEM 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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99.1 Press Release issued October 1, 2007
SIGNATURE
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, thereunto duly authorized.
INNOVEX, INC.
By: /s/ Douglas W. Keller
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Douglas W. Keller
Vice President, Finance
Date: October 1, 2007