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): November 30, 2006
NN,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
0-23486
|
62-1096725
|
|
(State
or other jurisdiction
of incorporation
|
(Commission File
Number)
|
(IRS
Employer
Identification
No.)
|
|
2000
Waters Edge Drive
Johnson
City, Tennessee
|
37604
|
|
| (Address of principal executive offices) |
(Zip
Code)
|
|
Registrant's
telephone number, including area code:
(423)743-9151
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
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS.
NN,
Inc. has
acquired Whirlaway Corporation, a privately held company, headquartered
in
Wellington, Ohio for $44.0 million in cash. The purchase price is subject
to usual and customary post-closing adjustments. NN, Inc. will not assume
any bank debt held by Whirlaway as of the closing debt. The related Stock
Purchase Agreement dated as of November 30, 2006 is attached as an exhibit
to
this report.
ITEM
5.02 DEPARTURE OF DIRECTORS OR
PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Whirlaway
Corporation, the newly acquired subsidiary of NN, Inc., has entered into
an
executive employment agreement with Mr. Thomas G. Zupan. Mr. Zupan will
serve as Vice President of Whirlaway Corporation. A copy of the agreement
is attached hereto as Exhibit 10.1.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
2.1
Stock Purchase Agreement dated as of November 30, 2006 by and among NN, Inc.
and
Whirlaway Corporation and Thomas G. Zupan*
10.1
Executive
Employment Agreement dated November 30, 2006
between Whirlaway Corporation and Thomas G. Zupan
99.1
Press
Release dated December 1, 2006
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
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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 its behalf by the undersigned hereunto
duly authorized.
| NN, INC. | ||
| |
|
|
| Date: December 6, 2006 | By: | /s/ William C. Kelly, Jr. |
|
|
||
|
Title: Vice
President and Chief Administrative
Officer
|
||
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