UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) March 5, 2001
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Baltek Corporation
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(Exact name of registrant as specified in its charter)
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Delaware 2-44764 13-2646117
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10 Fairway Court, Northvale, New Jersey 06747
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 767-1400
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
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On March 5, 2001, Baltek Corporation (the "Company") entered into an
agreement with the brothers Jacques, Jean, and Bernard Kohn, all
stockholders of the Company. The agreement requires the Company to
purchase, in five equal installments, the 332,194 shares of common
stock held by Bernard Kohn. The purchases are subject to the
determination by the Board of Directors that the Company has sufficient
available capital. If the Company cannot consummate the purchase, or
cause a third party to consummate the purchase, the installments are
deferred. Purchase of the stock by a third party does not relieve the
Company from its obligation for future purchases under the agreement.
The Company completed the first purchase of 66,439 shares for
approximately $505,000 in March, 2001. The purchase price of the shares
for all installments is based on the average closing prices for the
stock for the twenty-day period prior to the purchase date specified in
the agreement. During the term of the agreement Jacques, Jean and
Bernard Kohn have agreed to vote as a single unit the shares of the
Company owned by them. The agreement also terminated an existing voting
trust among the said stockholders.
A copy of a press release of March 16, 2001 with respect to the event
is annexed as Exhibit A.
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.
BALTEK CORPORATION
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(Registrant)
Date March 19, 2001 (Signature)*
/s/Ronald Tassello, Chief Financial Officer
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Ronald Tassello, Chief Financial Officer
*Print name and title of the signing officer under his signature
2
FOR IMMEDIATE RELEASE
CONTACTS:
Ronald Tassello Donald C. Weinberger
BALTEK CORPORATION Wolfe Axelrod Weinberger Associates, LLC
(201) 767-1400 (212) 370-4500
BALTEK CORPORATION ANNOUNCES FOURTH QUARTER AND YEAR END RESULTS
NORTHVALE, NEW JERSEY, MARCH 16, 2001 --- BALTEK CORPORATION (NASDAQ, NMS: BTEK)
today announced financial results for the fourth quarter and full year ended
December 31, 2000 (table follows).
Commenting on these results, Jacques Kohn, President, stated, " While sales for
the year increased 4%, net income was relatively flat primarily due to
fluctuation of foreign currencies (particularly those of our European
subsidiaries), compared to the US dollar as well as a higher income tax
provision. Seafood sales were lower primarily due to lower shrimp sales
reflecting the continuation of the "White Spot" viral disease throughout South
America. This was somewhat offset by improved sales of seafood products from our
import business."
The company also announced that, on March 5, 2001, the company purchased 66,439
shares from an existing shareholder, Bernard Kohn, and entered into an agreement
with Mr. Kohn to purchase his remaining 265,755 shares in four equal annual
installments, beginning in January 2002, subject to various provisions and a
determination by the board of directors that the company has sufficient capital.
Bernhard Kohn and his brothers, Jean and Jacques Kohn, also agreed to vote,
during the term of the agreement, as a single unit, the shares owned by them."
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BALTEK CORPORATION is a world class manufacturer and distributor of balsa wood
products and other structural core materials, including PVC Foam and non-woven
mat products. Baltek also produces farm-raised shrimp and imports various
seafood products.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995; Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements that involve
risks and uncertainties, including but not limited to economic competitive,
governmental and technological factors affecting the Company's operations,
markets, products and prices, and other factors discussed in the Company's
various filings with the Securities and Exchange Commission.
- Table Follows -
BALTEK CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, except per share data)
Year Ended December 31,
2000 1999
NET SALES $ 89,060 $ 86,027
NET INCOME 2,882 2,816
EARNINGS PER COMMON SHARE $1.14 $1.12
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Shares Outstanding 2,523,261 2,523,261
Fourth Quarter Ended December 31,
2000 1999
NET SALES $21,711 $21,277
NET INCOME 658 671
EARNINGS PER COMMON SHARE $0.26 $0.27
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Shares Outstanding 2,523,261 2,523,261
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