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8-KThe WireRoutine

Company Update

Filed Sep 27, 2019 · 6y ago · Accession 0000006955-19-000030

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): September 25, 2019 ACTUANT CORPORATION (Exact name of Registrant, as specified in its charter) Wisconsin 1-11288 39-0168610 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) N86 W12500 WESTBROOK CROSSING MENOMONEE FALLS, WISCONSIN 53051 Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (262) 293-1500 Former name or address, if changed since last report: Not applicable 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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.20 per share ATU New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] Item 8.01.      Other Events. On September 25, 2019, Actuant Corporation, which has adopted the business name “Enerpac Tool Group” pending approval of a change in its legal corporate name (the “Company”), successfully completed all employee representative consultations that were to be conducted prior to the closing of the previously announced sale of its Engineered Components & Systems segment (excluding the Company’s Cortland U.S. business) to BRWS Parent LLC, a Delaware limited liability company (“Buyer”) and affiliate of One Rock Capital Partners, LLC, pursuant to the Securities Purchase Agreement dated as of July 8, 2019, by and among the Company, Buyer, Actuant France SAS and Actuant Holdings AB (the “Purchase Agreement”). Completion of the employee representative consultations satisfies one of the conditions to the closing of the transaction. The closing of the transaction remains subject to the satisfaction or waiver of certain other conditions set forth in the Purchase Agreement, including the completion of certain restructuring transactions. The transaction is expected to close in the fourth calendar quarter of 2019. Forward-Looking Statements This Current Report contains “forward-looking statements” within the meaning of the federal securities laws. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, statements about the transaction and the anticipated timing thereof; expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. The Company cautions that these statements are based on current estimates of future performance and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. Among other risks and factors, the Company’s results are subject to general economic conditions, variation in demand from customers, the impact of geopolitical activity on the economy, continued market acceptance of the Company’s new product introductions, uncertainties with respect to the timing and terms of any disposition (including the timing of the transaction), the successful integration of acquisitions, restructurings, operating margin risk due to competitive pricing and operating efficiencies, supply chain risk, material and labor cost increases, tax reform, foreign currency fluctuations and interest rate risk. See the Company’s Form 10-K for the fiscal year ended August 31, 2018 filed with the Securities and Exchange Commission for further information regarding risk factors. The Company disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason. 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.                    ACTUANT CORPORATION Date: September 27, 2019     /s/ Fabrizio Rasetti   Fabrizio Rasetti Executive Vice President, General Counsel and Secretary
Filing details
Ticker
EPAC
CIK
6955
Form type
8-K
Filing date
Sep 27, 2019
Report date
Sep 25, 2019
Document
atu927198-k.htm
Size
24 KB