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 10, 2006
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
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| Delaware |
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0-18706 |
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95-3086563 |
| (State or Other Jurisdiction
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
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| 1000 Park Drive |
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| Lawrence, Pennsylvania
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15055 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (724) 746-5500
N/A
(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. below):
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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 10, 2006, Black Box Corporation, a Delaware corporation (“Black Box”), and Platinum
Equity, LLC, a Delaware limited liability company (“Platinum”), entered into an Interest Purchase
Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, and subject to the terms
and conditions thereof, Black Box, or one or more affiliates of Black Box, will purchase (the
“Acquisition”) 100% of the outstanding membership interests of NextiraOne, LLC, a Delaware limited
liability company (“NXO”), NextiraOne New York, LLC, a Delaware limited liability company (“NXO
NY”), and NextiraOne Federal, LLC, a Delaware limited liability company (“NXO Federal”), and 100%
of the partnership interests of NextiraOne California L.P., a California limited liability
partnership (“NXO CA,” and, together with NXO, NXO NY and NXO Federal, the “Companies”). The
Companies, along with certain subsidiaries of the Companies that are also being acquired in the
Acquisition (the “Subsidiaries”), are engaged in the business of providing integrated enterprise
network, IP telephony, voice and data solutions and services to customers in the commercial market
place primarily in the United States and Canada as well as to the United States government, United
States government agencies and United States government contractors.
The purchase price for the Acquisition is $103,950,000, subject to pre-closing and
post-closing adjustments of the purchase price based on the equity book value of the Companies and
Subsidiaries (total assets less total liabilities, as adjusted by the parties for certain items) as
of the closing date. The purchase price is to be paid in cash.
The consummation of the Acquisition is conditioned upon certain matters set forth in Articles
7 and 8 of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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2.1
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Interest Purchase Agreement by and between Platinum Equity, LLC and Black Box
Corporation dated as of April 10, 2006. |
2