Tarpon Industries, Inc. (Other) (8-K)
2007年9月25日 - 5:04AM
Edgar (US Regulatory)
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
September 19, 2007
Date of Report (Date of earliest event reported)
TARPON INDUSTRIES, INC.
(Exact name of registrant as specified in its Charter)
Michigan 001-32428 30-0030900
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2420 Wills Street
Marysville, Michigan 48040
(Address of principal executive offices) (Zip Code)
(810) 364-7421
Registrant's telephone number, including area code
(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
(17CFR240.14a-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))
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Item 1.02 Termination of a Material Definitive Agreement
In its report on Form 8-K filed August 7, 2007, the Registrant reported
that it had entered into agreements (the "Fuselier Agreements") with Dr. Jean
Fuselier ("Dr. Fuselier") and Fuselier Holding LLC ("FHLLC") relating to the
Registrant's accounts payable. On September 19, 2007, the Registrant advised
counsel to Dr. Fuselier and FHLLC that it would not continue to attempt to
perform the Fuselier Agreements since the Fuselier Agreements were not able to
be performed by either of the Registrant or Dr. Fuselier and FHLLC in the manner
intended, invoking principles of impossibility of performance and frustration of
contract, and for other reasons.
Item 8.01 Other Events
On September 20, 2007, the Registrant announced that its Steelbank
subsidiary in Canada filed a Notice of Intention to make a Proposal pursuant to
the Bankruptcy & Insolvency Act. A. Farber & Partners Inc. is the Proposal
Trustee and has also been appointed as Interim Receiver by the Ontario superior
Court of Justice for the purpose of conducting a sale or liquidation of the
Registrant's Steelbank subsidiary. Steelbank, based in Mississauga, Ontario,
produces mechanical and structural steel tubing. Steelbank has experienced
declining sales and operating losses. For 2006 and the first 6 months of 2007,
Steelbank had operating losses of approximately $5,590,000 as contrasted with
EWCO/Spacerak, the Registrant's other operations, which had approximately
$1,700,000 of operating profits for such period. The Registrant expects that a
sale or liquidation of Steelbank can resolve a significant portion of
Steelbank's debt and allow the Registrant to focus on its promising U.S.
operations.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
99.1 Press Release dated September 20, 2007
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.
TARPON INDUSTRIES, INC.
Date: September 24, 2007
By: /s/ James W. Bradshaw
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James W. Bradshaw, Chief Executive Officer
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