8-KThe WireRoutine
Reg FD Disclosure · Company Update
Filed Nov 19, 2014 · 11y ago · Accession 0001193125-14-417076
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): November 18, 2014
MOOG INC.
(Exact name
of registrant as specified in its charter)
New York
1-5129
16-0757636
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
East Aurora, New York
14052-0018
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (716) 652-2000
N/A
(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 7.01
Regulation FD Disclosure.
The financial impact of the offering by Moog Inc. (the Company)
of $300 million in the aggregate principal amount of 5.25% senior notes due 2022 (the Offering) was not reflected in the Companys most recent guidance for fiscal year 2015 as communicated in its Annual Report on Form 10-K filed
with the Securities and Exchange Commission on November 10, 2014. The financial impact of the repurchase of 866,397 shares of Company stock purchased during fiscal year 2015 through November 10, 2014, as included in the Current Report on
Form 8-K filed on November 17, 2014, was also not reflected in that guidance. The impact of the Offering and the buyback of those shares through November 10, 2014, will reduce net earnings by $8 million and will decrease earnings per share
by $0.10. The previous guidance, combined with the impact from these transactions, will result in net earnings of $172 million and earnings per share of $4.15 in fiscal year 2015.
The information contained in this Item 7.01 is being furnished in accordance with General Instruction B.2. of Form 8-K and shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01
Other Events.
On November 18, 2014, the Company issued a press release announcing the pricing of
the Offering. The information contained in this press release, which is filed as exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press Release dated November 18, 2014
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.
MOOG INC.
Dated: November 18, 2014
By:
/s/ Jennifer Walter
Name:
Jennifer Walter
Controller
EXHIBIT INDEX
Exhibit
Number
Description
99.1
Press Release dated November 18, 2014
Filing details
- Company
- MOOG INC.
- Ticker
- MOG-B
- CIK
- 67887
- Form type
- 8-K
- Filing date
- Nov 19, 2014
- Report date
- Nov 18, 2014
- Document
- d823833d8k.htm
- Size
- 22 KB