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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) May 2, 2003
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NN, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-23486 62-1096725
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 Waters Edge Drive, Johnson City, Tennessee 37604
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (423) 743-9151
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events
On February 11, 2003, the Securities and Exchange Commission (the
"Commission") declared effective the Registration Statement on Form S-3 of NN,
Inc. (the "Company") (Registration No. 333-100119) relating to (i) the proposed
public offering of up to an aggregate of $36,000,000 of the Company's common
stock, par value $.01 per share (the "Common Stock"), that may be offered and
sold by the Company, and (ii) the proposed resale by certain beneficial owners
of up to an aggregate of 4,033,749 shares of Common Stock.
The Company has filed with the Commission a prospectus, consisting of a
prospectus supplement dated May 2, 2003, together with a base prospectus
dated February 11, 2003, which relates to the Company's sale of 700,000 shares
of its Common Stock. The shares will be sold directly to a single investor, AB
SKF, for $8.84 per share. The Company expects to receive approximately $6.2
million in net proceeds from the offering.
In order to furnish certain exhibits for incorporation by reference
into the Registration Statement, the Company is filing an opinion the Company
received from its counsel regarding the validity of the shares to be sold
pursuant to the prospectus.
Item 7. Financial Statements and Exhibits.
(c) EXHIBITS. The following exhibits are filed herewith:
5.1 Opinion of Blackwell Sanders Peper Martin LLP regarding legality.
23.1 Consent of Blackwell Sanders Peper Martin LLP (included in Exhibit 5.1)
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.
Date: May 2, 2003
NN, INC.
By: /s/ William C. Kelly, Jr.,
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William C. Kelly, Jr.,
Treasurer, Secretary and Chief
Administrative Officer
[LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP]
May 2, 2003
NN, Inc.
2000 Waters Edge Drive
Johnson City, TN 37604
Ladies and Gentlemen:
This opinion is being furnished to NN, Inc., a Delaware corporation
(the "Company"), in connection with the Company's registration statement on Form
S-3 (No. 333-100119), as amended (the "Registration Statement"), the prospectus
dated February 11, 2003 (the "Base Prospectus"), and the prospectus supplement
filed with the Securities and Exchange Commission on May 2, 2003, pursuant
to Rule 424 promulgated under the Securities Act of 1933, as amended (the
"Prospectus Supplement", and together with the Base Prospectus, the
"Prospectus"). The Prospectus relates to the offering by the Company of 700,000
shares of Common Stock (the "Shares"), which Shares are covered by the
Registration Statement. We understand that the Shares are to be offered and sold
in a manner described in the Prospectus.
In connection with the foregoing, we have examined such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion. Based upon and subject to the
foregoing, we are of the opinion that the Shares, when sold and issued as
described in the Registration Statement and the Prospectus, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K and to the reference to our firm under the caption
"Legal Matters" in the Prospectus.
Very truly yours,
/s/ Blackwell Sanders Peper Martin LLP