SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 23, 2004
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SYNALLOY CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-19687 57-0426694
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
Croft Industrial Park, P.O. Box 5627, Spartanburg, SC 29304 29304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 585-3605
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INAPPLICABLE
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(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):
[ ] 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 14e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 1 - Registrant's Business and Operations
ITEM 1.01 Entry into a Material Definitive Agreement.
On December 23, 2004, the Registrant entered into an
agreement with Greenville Colorants, LLC, to sell
certain of the assets associated with Registrant's
Blackman Uhler LLC dye business. The transaction, which
is scheduled to close by the end of January 2005,
involves the sale of the dye business inventory,
certain manufacturing equipment, and certain
intangibles used in connection with the business. The
purchase price is $4,950,000 with $4.1 million being
payable in cash by closing and the balance of $850,000
being payable over time based on the operations of the
purchaser through June 2008. With certain limited
exceptions, Registrant and its affiliates agree not to
compete with the purchaser in the manufacture and sale
of dyestuffs. Registrant will toll product for the
purchaser for limited periods following the closing.
Section 2 - Financial Information
ITEM 2.05 Costs Associated with Exit or Disposal Activities.
The costs associated with the activities described in
Item 1.01 have not yet been estimated nor has their
materiality to Registrant been determined. Should it
appear that material charges will be incurred under
generally accepted accounting principles applicable to
Registrant and the amount or ranges of such costs can
be estimated, Registrant will file an amended report on
Form 8-K under this Item 2.05.
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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 behalf by the undersigned
hereunto duly authorized.
SYNALLOY CORPORATION
By: /S/ GREGORY M. BOWIE
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Gregory M. Bowie
Vice President, Finance & Chief Financial
Officer
Dated: December 29, 2004
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