ATC Technology CORP Sample Contracts

ATC Technology CORP – BYLAWS of TRANSFORMERS MERGER SUB, INC. (a Delaware corporation) (October 22nd, 2010)

Section 1.1:        Annual Meetings. Unless members of the Board of Directors of the Corporation (the “Board”) are elected by written consent in lieu of an annual meeting, as permitted by Section 211 of the Delaware General Corporation Law (the “DGCL”) and these Bylaws, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board shall each year fix. The meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

ATC Technology CORP – ATC Technology Corporation Announces Completion of Merger with GENCO Distribution System, Inc. NEWS RELEASE For Immediate Release For more information: Mary Ryan 630.663.8283 maryan@corpatc.com (October 22nd, 2010)

Downers Grove, Illinois, October 22, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS:ATAC), today announced that it has completed its merger with GENCO Distribution System, Inc. and is now a wholly-owned subsidiary of GENCO.

ATC Technology CORP – RESTATED CERTIFICATE OF INCORPORATION OF ATC TECHNOLOGY CORPORATION a Delaware corporation (October 22nd, 2010)

The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ATC Technology CORP – ATC Technology Corporation Announces Meeting Date for Stockholders to Vote on Merger with GENCO Distribution System, Inc. NEWS RELEASE For Immediate Release For more information: Mary Ryan 630.663.8283 maryan@corpatc.com (September 13th, 2010)

Downers Grove, Illinois, Friday, September 10, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC) today announced that the special meeting for ATC’s stockholders to vote on the proposed merger between ATC and GENCO Distribution System, Inc. will be held on October 22, 2010. The close of business on September 15, 2010 is the record date for the determination of stockholders entitled to notice of, and to vote at the special meeting. ATC expects to mail definitive proxy materials to stockholders on or about September 24, 2010. The transaction is subject to the satisfaction of customary closing conditions including completion of GENCO’s financing and approval by ATC’s stockholders at the special meeting.

ATC Technology CORP – NEWS RELEASE For Immediate Release ATC Technology Corporation and GENCO Distribution System, For more information: Inc. Announce Expiration of Hart- Scott-Rodino Waiting Period for Mary Ryan Pending Merger 630.663.8283 maryan@corpatc.com (September 7th, 2010)

Downers Grove, Illinois, Tuesday, September 7, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC) and GENCO Distribution System, Inc. today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 relating to GENCO’s proposed merger with ATC has expired, thereby satisfying a condition to the closing of the transaction.  The transaction remains subject to the satisfaction of other customary closing conditions including completion of GENCO’s financing and approval by the stockholders of ATC.  ATC and GENCO continue to expect that the merger will be completed in the fourth quarter of 2010.

ATC Technology CORP – NEWS RELEASE For Immediate Release ATC Technology Corporation Proceeding with GENCO For more information: Distribution System, Inc. Merger after “Go-Shop” Period Ends Mary Ryan 630.663.8283 maryan@corpatc.com (August 18th, 2010)

Downers Grove, Illinois, Wednesday, August 18, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC), today announced the expiration, at 11:59 P.M. (Eastern time) on August 17, 2010, of the “go-shop” period during which ATC was permitted to solicit alternative proposals to its proposed merger with GENCO Distribution System, Inc., (GENCO) a privately held third-party provider of logistics services for retailers, manufacturers, and U.S. government agencies.

ATC Technology CORP – NEWS RELEASE For Immediate Release For more information: ATC Technology Corporation Mary Ryan Reports Second Quarter Results 630.663.8283 maryan@corpatc.com (July 27th, 2010)

Downers Grove, Illinois, Tuesday, July 27, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC), today reported financial results for the second quarter 2010.

ATC Technology CORP – NEWS RELEASE For Immediate Release ATC Technology Corporation Enters into Definitive Agreement For more information: to be Acquired by GENCO Distribution System, Inc. for Mary Ryan $25.00 per share in Cash 630.663.8283 maryan@corpatc.com (July 19th, 2010)

(NASDAQ-GS: ATAC), today announced that it has entered into a definitive agreement and plan of merger pursuant to which it will be acquired by GENCO Distribution System, Inc., (GENCO) a privately held third-party provider of logistics services for retailers, manufacturers,  and U.S. government agencies, in an all-cash merger valued at $512.6 million.

ATC Technology CORP – NEWS RELEASE for Immediate Release For more information: Mary Ryan ATC Technology Corporation Reports First Quarter Results 630.663.8283 maryan@corpatc.com (April 27th, 2010)

Downers Grove, Illinois, Tuesday, April 27, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC), today reported financial results for the first quarter of 2010.

ATC Technology CORP – NEWS RELEASE For Immediate Release For more information, ATC Technology Corporation Mary Ryan Revises 2010 Guidance and Schedules First Quarter 630.663.8283 Conference Call maryan@corpatc.com (March 26th, 2010)

Downers Grove, Illinois, Thursday, March 25, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC), today announced that it now expects full-year 2010 revenue of $475-$500 million and earnings per diluted share from continuing operations of $1.75-$1.95. These ranges represent reductions from previous guidance for revenue of $515-$550 million and earnings per diluted share of $2.13-$2.45.  The key drivers of the downward revision are a decline in returns volume with AT&T, reductions in scope and timing of certain anticipated new Logistics programs, and the impact of slower than expected launches of new engine programs in the Drivetrain business.

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 25th, 2010)

This Employment Agreement (“Agreement”) is entered into as of December 8, 2008 by and between John M. Pinkerton, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 25th, 2010)

This Employment Agreement (“Agreement”) is entered into as of December 8, 2008 by and between Joseph Salamunovich, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 25th, 2010)

This Employment Agreement (“Agreement”) is entered into as of December 8, 2008 by and between Antony Francis, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 25th, 2010)

This Employment Agreement (“Agreement”) is entered into as of December 8, 2008 by and between John J. Machota, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – Amended and Restated 2006 Stock Incentive Plan (February 25th, 2010)
ATC Technology CORP – NEWS RELEASE For Immediate Release For more information, ATC Technology Corporation Mary Ryan Reports Fourth Quarter and Full Year 2009 Results; Issues 2010 630.663.8283 Guidance maryan@corpatc.com (February 9th, 2010)

Downers Grove, Illinois, Tuesday, February 9, 2010 – ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC), today reported financial results for the fourth quarter and full year 2009.

ATC Technology CORP – NEWS RELEASE For Immediate Release For more information, ATC Technology Corporation Mary Ryan Reports Third Quarter Results 630.663.8283 maryan@corpatc.com (October 27th, 2009)

For the quarter ended September 30, 2009, revenue decreased 8.1% to $127.7 million, from $138.9 million for the same period in 2008.  Income from continuing operations for the third quarter of 2009 was $13.4 million, or $0.67 per diluted share compared to $10.2 million or $0.48 per diluted share for the third quarter of 2008.  On an adjusted basis, excluding a one-time net benefit related to the Company’s  Drivetrain segment, earnings per diluted share were $0.64 for the third quarter of 2009, an increase of 33.3% from $0.48 for the third quarter of 2008.

ATC Technology CORP – Amended and Restated 2006 Stock Incentive Plan (August 4th, 2009)
ATC Technology CORP – NEWS RELEASE (July 28th, 2009)

For the quarter ended June 30, 2009, revenue decreased 12.6% to $118.5 million from $135.6 million for the same period in 2008.  Loss from continuing operations for the second quarter of 2009 was $16.6 million versus income of $9.0 million for the second quarter of 2008.  During the second quarter, the Company recorded a pre-tax goodwill impairment charge of $37 million related to the impending loss of its Honda automatic transmission remanufacturing program and a $2.1 million restructuring charge in its Drivetrain segment.  Loss per share from continuing operations for the quarter was $0.85, as compared to earnings of $0.42 per diluted share for the second quarter of 2008.  On an adjusted basis, excluding the goodwill impairment and restructuring costs, earnings were $0.54 per diluted share for the second quarter of 2009.  The Company expects to record additional restructuring charges of $1.5 million in the Drivetrain segment during the second half of this year.

ATC Technology CORP – NEWS RELEASE (July 22nd, 2009)

Downers Grove, Illinois, Tuesday, July 21, 2009 – ATC Technology Corporation (ATC) (NASDAQ-GS:ATAC), today announced additional restructuring actions to reduce operating costs of its Drivetrain business resulting from the pending loss of the Honda transmission remanufacturing program that include additional workforce reductions and consolidation of certain warehousing activities.  The Company expects these actions to result in pre-tax charges of approximately $1.5 million or $0.05 per diluted share after tax in the second half of the year for severance and related costs.   These charges are in addition to the previously announced pre-tax goodwill impairment charge of $37 million, or $1.32 per share after tax, to be recorded in the second quarter of 2009.  The Company’s previously announced restructuring actions, which are substantially complete, total $5.3 million pre-tax or $0.17 per diluted share after tax year- to- date.

ATC Technology CORP – NEWS RELEASE (June 18th, 2009)

NASDAQ-GS:ATAC), today said that its May 22, 2009 announcement of the impending loss of its Honda automatic transmission remanufacturing program is a triggering event under Statement of Financial Accounting Standards No. 142 requiring the Company to perform an interim analysis of the carrying value of the $37 million of goodwill related to its North American Drivetrain operations.  The Company has completed the goodwill analysis and has concluded that the goodwill has been entirely impaired.  Accordingly, the Company expects to record a pre-tax goodwill impairment charge of $37 million, or $1.32 per share after tax, in the second quarter of 2009.

ATC Technology CORP – NEWS RELEASE (May 22nd, 2009)

Downers Grove, Illinois, Friday, May 22, 2009 -- ATC Technology Corporation (ATC) (NASDAQ-GS: ATAC), today announced that late yesterday it received verbal indication from Honda of their intention to in-source the remanufacturing of automatic transmissions as early as year-end.

ATC Technology CORP – NEWS RELEASE (April 28th, 2009)

For the quarter ended March 31, 2009, revenue decreased 12.4% to $113.5 million from $129.5 million for the same period in 2008.  Income from continuing operations for the first quarter of 2009 was $7.2 million versus $11.1 million for the first quarter of 2008.  During the first quarter, the Company recorded pre-tax charges of $3.2 million primarily consisting of cash costs related to the consolidation and restructuring of its North American Drivetrain business.  Earnings per diluted share from continuing operations for the quarter were $0.37, as compared to $0.50 per diluted share for the first quarter of 2008.  On an adjusted basis, excluding restructuring costs, earnings were $0.47 per diluted share for the first quarter of 2009.

ATC Technology CORP – NEWS RELEASE (April 1st, 2009)

Ed has been a member of the Board of Directors since December 2004 and the Lead Director since January 1, 2009. He also currently serves on the Audit Committee. He will succeed Don Johnson, who has been Chairman since June 2005, when Don retires on June 3, 2009.

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 26th, 2009)

This Employment Agreement (“Agreement”) is entered into as of December 8, 2008 by and between Ashoka Achuthan, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 26th, 2009)

This Employment Agreement (“Agreement”) is entered into as of ______ by and between _________, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 26th, 2009)

This Executive Employment Agreement (this "Agreement") is entered into as of January 1, 2009 by and between Donald T. Johnson Jr., a natural person ("Executive"), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (February 26th, 2009)

This Employment Agreement (“Agreement”) is entered into as of January 1, 2009 by and between Todd R. Peters, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – NEWS RELEASE (February 11th, 2009)

Reported full year loss from continuing operations of $1.09 per share, or adjusted earnings per share of $1.91 excluding goodwill impairment

ATC Technology CORP – NEWS RELEASE (December 9th, 2008)
ATC Technology CORP – ATC Technology Corporation Reports Third Quarter 2008 NEWS RELEASE (October 28th, 2008)

Downers Grove, Illinois, Tuesday, October 28, 2008 – ATC Technology Corporation (ATC) (NASDAQ:ATAC), today reported financial results for the quarter ended September 30, 2008.

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (October 28th, 2008)

This Employment Agreement (“Agreement”) is entered into as of January 1, 2009 by and between Todd R. Peters, a natural person (“Executive”), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any direct or indirect subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – EXECUTIVE EMPLOYMENT AGREEMENT (October 28th, 2008)

This Executive Employment Agreement (this "Agreement") is entered into as of January 1, 2009 by and between Donald T. Johnson Jr., a natural person ("Executive"), and ATC Technology Corporation, a Delaware corporation (“ATC”).  As used herein, the “Company” refers to ATC and/or any subsidiary of ATC.  The parties hereto agree as follows:

ATC Technology CORP – ATC Technology Corporation Reports Second Quarter 2008 NEWS RELEASE (July 29th, 2008)

Downers Grove, Illinois, Tuesday, July 29, 2008 – ATC Technology Corporation (ATC) (NASDAQ:ATAC), today reported financial results for the quarter ended June 30, 2008.

ATC Technology CORP – ATC Technology Corporation Affirms NEWS RELEASE (July 1st, 2008)

DOWNERS GROVE, Illinois, Tuesday, July 1, 2008---ATC Technology Corporation (ATC) (NASDAQ:ATAC), today announced that its long-time customer, Honda has advised the Company of its decision to evenly split future requirements for remanufactured transmissions between ATC and another long-term supplier, effective as of the fourth quarter.