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 (Date of earliest event reported) February 15, 2006
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L. B. Foster Company
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-10436 25-1324733
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 928-3417
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None
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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 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On February 15, 2006, the Registrant signed an Asset Purchase Agreement
(the "Agreement") for the sale to The Reinforced Earth Company (the "Buyer") of
substantially all of the assets (excluding receivables, land and miscellaneous
items), of Registrant's geotechnical business (the "Business"). The purchase
price was $4 million plus the net asset value of the Business's work in
progress, inventory, fixed assets and prepaid items. The bulk of the purchase
price was paid at closing with the balance to be paid pursuant to a post closing
purchase price adjustment process. The closing occurred on Tuesday, February 21,
2006.
The Agreement contains various representations, warranties, covenants and
conditions. Registrant has agreed that neither it nor its affiliates shall
compete with Buyer's geotechnical business for a period of five (5) years. Buyer
has agreed to assume and/or perform substantially all of the Business's
contracts with respect to the period after the closing.
Registrant will file the Agreement as an Exhibit to its annual report on
Form 10-K for the year ended December 31, 2005.
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.
L.B. Foster Company
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(Registrant)
Date February 21, 2006
- ----------------------- /s/David J. Russo
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David J. Russo
Senior Vice President,
Chief Financial Officer and Treasurer