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: November 8, 2006
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(Date of earliest event reported)
The Eastern Company
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(Exact name of Registrant as specified in its charter)
Connecticut 0-599 06-0330020
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) identification No.)
112 Bridge Street, Naugatuck, Connecticut 06770
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(Address of principal executive offices) (Zip Code)
(203) 729-2255
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Registrant's telephone number, including area code)
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(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 (see General Instruction A.2)
[ ] 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - Entry into a Material Definitive Agreement
On November 8, 2006, pursuant to an Asset Purchase Agreement
dated November 8, 2006 between the Registrant and Summit
Manufacturing, Inc., a Connecticut corporation (the "Seller") and
its shareholders Ralph Larson, Edwin Betancourt, Jr., and Joseph
Perez (the "Shareholders"), the Registrant acquired certain
assets of the Seller. See Item 2.01 for a brief description of
the terms and conditions of the agreement.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 - Completion of Acquisition or Disposition of Assets
On November 8, 2006, pursuant to an Asset Purchase Agreement
between the Registrant and Summit Manufacturing, Inc., a
Connecticut corporation (the "Seller") and its shareholders Ralph
Larson, Edwin Betancourt, Jr., and Joseph Perez (the
"Shareholders"), the Registrant acquired certain assets of the
Seller.
The purchase price for the assets acquired totaled $836,334,
including cash plus the assumption of bank debt and certain
liabilities. At the closing $215,000 was paid to the Seller in
cash, $296,195 was paid to extinguish the bank debt of Summit
Manufacturing, Inc. and the balance represented assumed
liabilities. The purchase price is subject to an earn-out
provision which requires the Registrant to pay the Seller 4% of
revenue from Summit products once such revenue exceeds an
aggregate of $4 million. The earn-out is payable monthly
beginning after the $4 million sales threshold is met and ending
on December 1, 2011.
The assets acquired from the Seller included accounts receivable,
inventories, a vehicle, furniture, fixtures and equipment, a
patent, intellectual property rights and rights existing under
all sales and purchase agreements.
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.
The Eastern Company
Date: November 8, 2006 By: /s/Leonard F. Leganza
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Leonard F. Leganza
President & CEO