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 6, 2005
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GREENMAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-13776 71-0724248
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7 Kimball Lane
Building A
Lynnfield, MA 01940
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(Address of principal executive offices, including zip code)
(781) 224-2411
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01. Entry into a Definitive Material Agreement
On September 6, 2005, GreenMan Technologies, Inc. and several of its wholly
owned subsidiaries entered into an Asset Purchase Agreement with Tennessee Tire
Recyclers Inc. Under the agreement, we assigned to Tennessee Tire Recyclers, and
Tennessee Tire Recyclers assumed, all of our rights and obligations under all
Tennessee contracts and certain other contracts with suppliers of waste tires
and contracts to supply whole tires to certain cement kilns in the southeastern
region of the United States. We sold no tangible assets and received no cash
consideration for these assignments and will write-off $918,450 of goodwill
associated with the intangible assets assigned.
Historically, we transported at a significant cost, a majority of our
Tennessee-sourced tires to our Georgia facility for processing due to our
inability to purchase the appropriate high-volume shredding and ancillary
equipment necessary to process all Tennessee tires locally. In July 2003, our
Tennessee facility began processing local tires on a limited basis using excess
and idle equipment from various other GreenMan locations but unfortunately our
Tennessee based operations remained unprofitable. We estimate the assumption of
these contracts by Tennessee Tire Recyclers and the pending closure of our
Tennessee facility in September relieves us of obligations that have negatively
contributed to our operating losses over the past several years and will
positively impact our overall corporate cashflow by over $150,000 per month. We
anticipate the transition of assigning all contracts to be completed within 60
to 90 days and will redeploy all remaining Tennessee equipment to other
locations during the timeframe.
We originally acquired our Tennessee-based operations in April 2001 from
Tennessee Tire Recyclers, a Tennessee company controlled by Thomas Carter. Mr.
Carter subsequently became our Southeastern Regional Vice President. Upon the
completion of the assignment of these contracts, Mr. Carter will resign his
employment with us, and Tennessee Tire Recyclers agreed to make Mr. Carter
available to us on a paid consulting basis to assist with our operations in
Georgia for up to two years. Pursuant to the terms of the April 2001 agreement,
Tennessee Tire Recyclers was granted a right of first offer to repurchase all
acquired assets if we subsequently chose to sell or assign all or substantially
all of the acquired assets.
We agreed not to compete in the business of collecting, transporting, processing
or disposing of scrap tires in Tennessee for a period of three years, and
Tennessee Tire Recyclers agreed not to compete in that business outside of
Tennessee, except to the extent reasonably necessary to conduct its business of
supplying whole tires to cement kilns outside of Tennessee, during the same
period.
Tennessee Tire Recyclers agreed that if it desires to sell or assign all or
substantially all of the acquired contracts at any time in the next three years,
it will offer to sell or assign them to us before making any offer to a third
party. Similarly, we agreed that if we desire to sell all or substantially all
of our waste tire operations in Georgia or in any state which is contiguous with
Tennessee or Georgia at any time during the next three years, we will offer to
sell those operations to Tennessee Tire Recyclers before making any offer to a
third party.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits.
Exhibit 99.1 Press release of the registrant dated September 13, 2005
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.
GREENMAN TECHNOLOGIES, INC.
(Registrant)
By: /s/ Charles E. Coppa
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Charles E. Coppa
Chief Financial Officer
Date: September 12, 2005