UNITED STATES
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
April 11, 2006 (April 7, 2006)
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
2818 N. Sullivan Road, Spokane Valley, WA 99216
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(Address of Principal Executive Offices, Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
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:
[ ] Written communications pursuant to Rule 425 under 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 April 7, 2006, Itron Inc. entered into an agreement to acquire the stock of
ELO Sistemas e Tecnologia Ltda. of Brazil ("ELO Tecnologia"). The acquisition is
expected to close in the second quarter of 2006.
Upon closing, Itron will make an initial payment of approximately $4.6 million
Brazilian Reajs (approximately $2.1 million U.S. dollars), before any net
working capital adjustment to be calculated at closing. Additional payments of
$13.7 million Brazilian Reajs (approximately $6.0 million U.S. Dollars), or
more, may be made to the sellers over a period of five calendar years after
closing based upon whether certain performance targets are achieved or exceeded.
In addition, shortly after closing, Itron expects to spend approximately $2.0
million U.S. Dollars in capital improvements in order to expand the ELO
Tecnologia manufacturing and assembly facility in Brazil.
ELO Tecnologia sells, installs and services electric meters, automatic meter
reading ("AMR") equipment and related systems in Brazil and elsewhere in South
America. Meter services provided by ELO Tecnologia include field investigation
services, theft and inaccurate meter analysis, installation and other services.
ELO Tecnologia has been Itron's distributor in South America since November 2004
and has been manufacturing Itron's CENTRON(R) solid-state electricity meters in
Brazil since June 2005. This acquisition will further advance Itron's
opportunities in South America.
Once the acquisition closes, Itron will have offices and a manufacturing
assembly facility in the cities of Campinas and Sao Paulo, with approximately 80
employees performing sales, manufacturing, field investigations, installations
and other services and administrative functions.
Two of the founders and principals of ELO Tecnologia, Marcio Curi and Marcos
Rizzo, both former managers with Schlumberger's electricity metering operations
in South America, will assume key roles at Itron ELO Tecnologia after closing.
Itron will also continue its relationship with Gilberto Teixeira, president of
ELO SistemasEletronicos S.A. (ELO Eletronicos"), as Itron ELO Tecnologia will
continue to be a distribution channel for ELO Eletronicos' products."
The information presented in this Current Report on Form 8-K contains
forward-looking statements, which are based on assumptions that we believe to be
reasonable at this time. Such assumptions could prove to be incorrect due to a
number of factors, including those identified in Itron, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 2005 and in our subsequent filings
with the Securities and Exchange Commission, and such factors could cause actual
results to differ materially from those contained in forward-looking statements.
We undertake no obligation to update any of the forward looking statements.
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.
ITRON, INC.
Dated: April 11, 2006 By: By: /s/ STEVEN M. HELMBRECHT
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Steven M. Helmbrecht
Sr. Vice President
and Chief Financial Officer