8-KThe WireRoutine
Reg FD Disclosure
Filed Apr 16, 2024 · 2y ago · Accession 0001193125-24-097045
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): April 16, 2024
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
001-08174
95-0693330
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
200 Sandpointe Avenue , Suite 700 ,
Santa Ana , California
92707-5759
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (657) 335-3665
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:
☐
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
Name of each exchange
on which registered
Common Stock, par value $.01 per share
DCO
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 7.01
Regulation FD
On April 16, 2024, Ducommun Incorporated (the “Company”) issued a press release responding to Albion River LLC’s non-binding indication of interest, dated April 1, 2024, to acquire all outstanding shares of common stock of the Company for $60.00 per share in cash. The Board of Directors has unanimously determined it is not in the best interests of the Company and its shareholders to pursue further discussions regarding the proposal and that the Company’s previously disclosed Vision 2027 Strategy reflects a substantially better long-term value creation opportunity for Ducommun’s shareholders.
A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
Exhibit Title or Description
99.1
Ducommun Incorporated press release issued on April 16, 2024
104
Cover Page Interactive Data File (embedded within the inline XBRL document)
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.
DUCOMMUN INCORPORATED
(Registrant)
Date: April 16, 2024
By:
/s/ Rajiv A. Tata
Rajiv A. Tata
Vice President, General Counsel & Corporate Secretary
Filing details
- Company
- DUCOMMUN INC /DE/
- Ticker
- DCO
- CIK
- 30305
- Form type
- 8-K
- Filing date
- Apr 16, 2024
- Report date
- Apr 16, 2024
- Document
- d825782d8k.htm
- Size
- 187 KB