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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 18, 2006
COMPASS DIVERSIFIED TRUST
(Exact name of registrant as specified in its charter)
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Delaware
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0-51937
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57-6218917 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.) |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
(Exact name of registrant as specified in its charter)
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Delaware
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0-51938
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20-3812051 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
No.) |
Sixty One Wilton Road
Second Floor
Westport, CT 06880
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (203) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 8 Other Events.
Item 8.01 Other Events.
On September 18, 2006, Compass Diversified Trust and Compass Group Diversified Holdings LLC
issued a press release announcing that their subsidiary, Anodyne Medical Device, Inc., has executed
a definitive purchase agreement for the acquisition of Anatomic Concepts, Inc. A copy of the press
release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) |
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Exhibits. |
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99.1 |
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Press Release dated September 18, 2006 |
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.
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Date: September 18, 2006 |
COMPASS DIVERSIFIED TRUST
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By: |
/s/ James J. Bottiglieri
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James J. Bottiglieri |
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Regular Trustee |
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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.
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Date: September 18, 2006 |
COMPASS GROUP DIVERSIFIED
HOLDINGS LLC
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By: |
/s/ James J. Bottiglieri |
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James J. Bottiglieri |
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Chief Financial Officer |
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exv99w1
Exhibit 99.1
Investor Relations Contact:
KCSA Worldwide
Jeffrey Goldberger / Garth Russell
212.896.1249 / 212.896.1250
jgoldberger@kcsa.com / grussell@kcsa.com
Compass Diversified Trust
Subsidiary, Anodyne Medical Device, Inc.,
Announces Acquisition
September 18, 2006 Compass Diversified Trust (Nasdaq NMS: CODI) and Compass
Group Diversified Holdings LLC (collectively, Compass) announced today that their
subsidiary, Anodyne Medical Device, Inc. (AMD), has executed a definitive purchase
agreement for the acquisition of Anatomic Concepts, Inc. (Anatomic Concepts) from
Anatomic Global, Inc. It is anticipated the transaction will close on or before September
30, 2006.
This transaction will add Anatomic Concepts to AMDs family of medical support
surfaces companies, which currently includes AMF Support Surfaces, Inc. and SenTech
Medical Systems, Inc. AMD is the nations leading designer and manufacturer of
specialty support surfaces and patient positioning devices and the only manufacturer of
medical support surfaces with manufacturing facilities located on both U.S. coasts, to
better serve its national customer base.
Anatomic Concepts, headquartered in Corona, California, designs, manufactures and
distributes medical support surfaces and medical patient positioning devices, including
mattresses, mattress overlays, mattress replacements, operating room patient positioning
devices, operating room table pads and related accessories.
Commenting on the transaction, I. Joseph Massoud, CEO of Compass Group Diversified
Holdings LLC, said: We are pleased to announce this add-on acquisition for AMD. We
are particularly excited about the manufacturing efficiencies and product line extensions
Anatomic Concepts brings to our existing platform.
About Compass Diversified Trust
Compass Diversified Trust and its subsidiary, Compass Group Diversified Holdings
LLC, were formed to acquire and manage a group of profitable middle market businesses
that are headquartered in North America. Compass unique structure provides public
investors with an opportunity to participate in the ownership and growth of companies
which have historically been owned by private equity firms or wealthy
individuals or families.
Compass works with the management teams of its subsidiary companies to identify and
capitalize on opportunities to grow those companies earnings and cash flows. Compass
unique structure allows it to efficiently acquire businesses with no financing
contingencies and, following acquisition, to provide its companies with substantial access
to growth capital.
In addition to AMD, Compass has controlling interests in four businesses: CBS Personnel
Holdings, Inc., a human resources outsourcing firm; Crosman Acquisition Corporation, a
recreational products company; Compass AC Holdings, Inc., an electronic components
manufacturer; and Silvue Technologies Group, Inc., a global chemical hardcoatings
manufacturer. Compass Diversified Trust completed its initial public offering on May
16, 2006. To find out more about Compass Diversified Trust, please visit
www.compassdiversifiedtrust.com.
This press release may contain certain forward-looking statements, including statements with
regard to the future performance of Compass and/or its subsidiaries. These forward-looking
statements are subject to the inherent uncertainties in predicting future results and conditions.
Certain factors could cause actual results to differ materially from those projected in these
forward-looking statements, and some of these factors are enumerated in the risk factor
discussion in the Forms 10Q filed by Compass with the Securities and Exchange Commission and
other filings with the Securities and Exchange Commission. Compass undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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