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: February 11, 2013 (Date of earliest event reported)
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-6365
| Minnesota | 41-0919654 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
4400 West 78th Street – Suite 520
Minneapolis, Minnesota 55435
(Address of principal executive offices, including zip code)
(952) 835-1874
(Registrant’s telephone number, including area code)
Not Applicable
(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 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 Regulation FD Disclosure.
On February 11, 2013, Tubelite Inc., a wholly owned subsidiary of Apogee Enterprises, Inc., issued a press release announcing that it plans to open a new regional facility in the Dallas/Fort Worth, Texas area. A copy of this press release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
On February 12, 2013, Viracon, Inc., a wholly owned subsidiary of Apogee Enterprises, Inc., issued a press release announcing that it plans to temporarily close its architectural glass fabrication facility located in St. George, Utah in April 2013 for approximately two years. A copy of this press release is furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release issued by Tubelite Inc. dated February 11, 2013. | |
| 99.2 | Press Release issued by Viracon, Inc. dated February 12, 2013. | |
2
SIGNATURE
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.
| APOGEE ENTERPRISES, INC. | ||
| By: | /s/ Patricia A. Beithon | |
| Patricia A. Beithon Secretary | ||
Date: February 12, 2013
3
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued by Tubelite Inc. dated February 11, 2013. | |
| 99.2 | Press Release issued by Viracon, Inc. dated February 12, 2013. | |
4
Exhibit 99.1
Media contact: Heather West, 612-724-8760, heather@heatherwestpr.com
Tubelite announces expansion in Dallas/Fort Worth
Walker, Mich. (Feb. 2013) – Tubelite Inc., a leading manufacturer and supplier of architectural aluminum storefront, entrance and curtainwall systems in the United States, has announced it will be expanding its operational footprint during the second quarter of this year with the establishment of a new regional facility in the Dallas/Fort Worth area. The site selection is in progress and will be greater than 25,000 square feet.
“We are extremely proud and excited to be expanding upon our already-established presence within the Texas and South Central market with this new facility,” says Ken Werbowy, president of Tubelite. “This new facility will allow us to provide even faster lead-times and damage-free shipments to our existing customers in the region through the use of on-site CNC machining for door and frame fabrication, as well as warehousing stock products.”
Existing client services personnel, who currently are working out of the company’s Mesquite, Texas offices, will relocate to the new facility where they will join new hires for the operation. To complement the investment and commitment to the region, the company has begun recruiting for additional sales and architectural specification positions to further assist their customers in the area.
Werbowy adds, “This expansion strengthens our current strategy and commitment to both our glazing contractor clients, as well as distributors in the region.”
About Tubelite Inc.
Tubelite was established in 1945. The company’s headquarters, and primary distribution, warehousing and assembly operations are located in Walker, Mich. Its facility in Reed City, Mich., houses the company’s aluminum extrusion operation. The company is a subsidiary of Apogee Enterprises, Inc. (NASDAQ: APOG). Apogee, headquartered in Minneapolis, is a leader in technologies involving the design and development of value-added glass products and services.
Forward-Looking Statements
The discussion above contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect Apogee management’s expectations or beliefs as of the date of this release. Apogee undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the operating results of Apogee, including the following: operational risks within (A) the architectural segment: i) competitive, price-sensitive and changing market conditions, including unforeseen project delays and cancellations; ii) economic conditions, material cost increases and the cyclical nature of the North American and Latin American commercial construction industries; iii) product performance, reliability, execution or quality problems that could delay payments, increase costs, impact orders or lead to litigation; and iv) the segment’s ability to fully and efficiently utilize production capacity; and (B) the large-scale optical segment: i) markets that are impacted by consumer confidence and trends; ii) dependence on a relatively small number of customers; iii) changing market conditions, including unfavorable shift in product mix and new competition; and iv) ability to fully
800.866.2227 Ÿ Fax 877.299.2414 Ÿ www.tubeliteinc.com Ÿ 3056 Walker Ridge Drive NW, Suite G, Walker, Michigan 49544
and efficiently utilize production capacity. Additional factors include: i) revenue and operating results that are volatile; ii) financial market disruption which could impact company, customer and supplier credit availability; iii) self-insurance risk related to a material product liability event and to health insurance programs; iv) cost of compliance with governmental regulations relating to hazardous substances; and v) foreign currency risk related to certain continuing operations. Apogee cautions investors that actual future results could differ materially from those described in the forward-looking statements, and that other factors may in the future prove to be important in affecting Apogee’s results of operations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For a more detailed explanation of the foregoing and other risks and uncertainties, see Item 1A of Apogee’s Annual Report on Form 10-K for the fiscal year ended March 3, 2012.
###
800.866.2227 Ÿ Fax 877.299.2414 Ÿ www.tubeliteinc.com Ÿ 3056 Walker Ridge Drive NW, Suite G, Walker, Michigan 49544
Exhibit 99.2
FOR IMMEDIATE RELEASE
Viracon Contact: Kevin Anez
Phone: 507.444.3490
E-Mail: kanez@viracon.com
Larson O’Brien Contact: Nick Murosky
Phone: 412.831.1959 x123
E-Mail: nick@larsonobrien.com
Date: February 12, 2013
Viracon’s St. George, Utah Facility to Close in April 2013 for Approximately 2 Years
Temporary Closure Will Improve Efficiencies and Make Viracon More Competitive
OWATONNA, MN – Viracon, Inc., the nation’s leading single-source architectural glass fabricator, announced plans to temporarily cease operations at the smallest of its three U.S. manufacturing locations. Viracon announced today that it will close its St. George, Utah plant for approximately two years beginning in mid-April 2013. The temporary closure will better align overall capacity with the demand expected over the next two years, which can be served from Viracon’s two other U.S. locations. The company also plans to upgrade the coating capabilities at the St. George plant to expand the plant’s product offerings before reopening. The plant closing will impact 222 employees.
“This was a very difficult but necessary decision that we had hoped to avoid,” said Viracon President Kelly Schuller. “Our St. George workforce has done a great job, but the prolonged construction downturn required us to act to improve our operating efficiencies and maintain our competitive position.”
Relocation opportunities are being discussed with employees on a case-by-case basis. The 210,000 square foot St. George manufacturing facility will be retained and improved by Viracon during the closure. In particular, the company plans to upgrade the coating capabilities at the St. George plant before reopening, as the market recovers, which is expected to be in approximately two years.
Production schedules, deliveries and lead times will be unaffected by the temporary closure. Production will be absorbed in one of the company’s other two U.S. manufacturing facilities located in Owatonna, Minnesota and Statesboro, Georgia.
About Viracon, Inc.
Viracon is based in Owatonna, Minnesota, and has facilities in Statesboro, Georgia, St. George, Utah and Nazaré Paulista, Brazil. Viracon produces high-performance glass products, including tempered, laminated, insulating, silk-screened and high-performance coatings, for North American and international markets. The company is a subsidiary of Apogee Enterprises, Inc. (NASDAQ: APOG). Apogee, headquartered in Minneapolis, is a leader in technologies involving the design and development of value-added glass products and services.
Forward-Looking Statements
The discussion above contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect Apogee management’s expectations or beliefs as of the date of this release. Apogee undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are qualified by factors that may affect the operating results of Apogee, including the following: operational risks within (A) the architectural segment: i) competitive, price-sensitive and changing market conditions, including unforeseen project delays and cancellations; ii) economic conditions, material cost increases and the cyclical nature of the North American and Latin American commercial construction industries; iii) product performance, reliability, execution or quality problems that could delay payments, increase costs, impact orders or lead to litigation; and iv) the segment’s ability to fully and efficiently utilize production capacity; and (B) the large-scale optical segment: i) markets that are impacted by consumer confidence and trends; ii) dependence on a relatively small number of customers; iii) changing market conditions, including unfavorable shift in product mix and new competition; and iv) ability to fully and efficiently utilize production capacity. Additional factors include: i) revenue and operating results that are volatile; ii) financial market disruption which could impact company, customer and supplier credit availability; iii) self-insurance risk related to a material product liability event and to health insurance programs; iv) cost of compliance with governmental regulations relating to hazardous substances; and v) foreign currency risk related to certain continuing operations. Apogee cautions investors that actual future results could differ materially from those described in the forward-looking statements, and that other factors may in the future prove to be important in affecting Apogee’s results of operations. New factors emerge from time to time and it is not possible for management to predict all such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or a combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For a more detailed explanation of the foregoing and other risks and uncertainties, see Item 1A of Apogee’s Annual Report on Form 10-K for the fiscal year ended March 3, 2012.