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): December 23, 2015
HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
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CONNECTICUT |
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1-2958 |
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06-0397030 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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40 Waterview Drive
Shelton, Connecticut |
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06484 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (475) 882-4000
N/A
(Former name or
former address, if changed since last report.)
Registrants telephone number, including area code: (475) 882-4000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
The information set forth under
Item 3.03 of this current report on Form 8-K under the heading Second Amended and Restated Rights Agreement is incorporated by reference in this Item 1.01.
Item 3.03 |
Material Modification to Rights of Security Holders. |
Reclassification
On December 23, 2015, Hubbell Incorporated (the Company) announced the shareholder approval and the completion of the
previously announced reclassification of the Companys dual-class common stock into a single class of common stock (the Reclassification), effective as of 11:59 p.m. on such date (the Effective Time). Pursuant to the
Reclassification, (i) each holder of the Companys Class A common stock, par value $0.01 per share (the Class A Common Stock), as of immediately prior to the Effective Time is entitled to receive cash in the amount of
$28.00 for each share of Class A Common Stock held and (ii) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time and each share of Class B common stock of the Company, par value $0.01 per
share (the Class B Common Stock), issued and outstanding immediately prior to the Effective Time shall be reclassified into one share of common stock of the Company, par value $0.01 per share and having one vote per share upon all
matters brought before any meeting of the Shareholders (the Common Stock).
The Reclassification and its effects are more
fully described in the Companys definitive proxy statement/prospectus, filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on November 24, 2015 (the Proxy
Statement/Prospectus), under the captions SummaryThe Reclassification, Special FactorsStructure of the Reclassification, Special FactorsAmendments to the Restated Certificate of
Incorporation, Description of Capital Stock after the Reclassification and Comparison of Shareholder Rights. Those portions of the Proxy Statement/Prospectus are incorporated by reference in this Item 3.03.
Trading in the Class A Common Stock and the Class B Common Stock on the New York Stock Exchange will be suspended, and trading in the
Companys single class of Common Stock will commence on the New York Stock Exchange on December 24, 2015, under the ticker HUBB.
Second Amended and Restated Rights Agreement
Also on December 23, 2015, prior to the Effective Time, the Company and Computershare Inc. (successor to Mellon Investor Services LLC and
ChaseMellon Shareholder Services, L.L.C.) (the Rights Agent) entered into a Second Amended and Restated Rights Agreement, dated as of December 23, 2015 (the Second Amended and Restated Rights Agreement), which amended
and restated the Companys existing Amended and Restated Rights Agreement, dated as of December 17, 2008, between the Company and the Rights Agent. The Second Amended and Restated Rights Agreement will be effective as of the Effective
Time.
A summary of the terms of the Second Amended and Restated Rights Agreement is included in Item 1 of the Companys Form 8-A, filed with the SEC on December 23, 2015, under the caption Series A Junior Participating Preferred Share Purchase Rights.
A copy of the Second Amended and Restated Rights Agreement has been filed as Exhibit 4.1 to this current report on Form 8-K and is
incorporated herein by reference.
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
December 23, 2015, following the completion of the special meeting of the Companys shareholders, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of the State of the State of Connecticut, giving
effect to the Reclassification, effective as of the Effective Time.
The information set forth under Item 3.03 of this current report
on Form 8-K under the heading Reclassification is incorporated by reference in this Item 5.03.
A copy of the Amended and
Restated Certificate of Incorporation of the Company is filed as Exhibit 3.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
At a special meeting of the
Companys shareholders, held on December 23, 2015, the Companys shareholders approved the two proposals considered and voted upon at the meeting, both of which were described in the Proxy Statement/Prospectus. The votes cast for and
against and abstentions for each of the Reclassification Proposal and the Adjournment Proposal are presented below:
Reclassification
Proposal
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Votes For |
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Votes Against |
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Abstentions |
Class A Common Stock |
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124,919,500 |
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737,420 |
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200,920 |
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Class B Common Stock |
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39,051,292 |
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3,577,979 |
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78,014 |
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Class A Common Stock and Class B Common Stock |
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163,970,792 |
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4,315,399 |
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278,934 |
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Adjournment Proposal
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Votes For |
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Votes Against |
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Abstentions |
Class A Common Stock and Class B Common Stock |
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163,818,660 |
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4,646,910 |
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99,555 |
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On December 23, 2015, the Company issued a press release announcing
the matters discussed in this current report on Form 8-K. A copy of the press release is filed as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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3.1 |
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Amended and Restated Certificate of Incorporation of Hubbell Incorporated (incorporated by reference to the Companys Form 8-A, filed with the U.S. Securities and Exchange Commission on December 23, 2015). |
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4.1 |
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Second Amended and Restated Rights Agreement, dated as of December 23, 2015, by and between Hubbell Incorporated and Computershare Inc., as Rights Agent, which |
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Exhibit No. |
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Description |
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includes the form of Right Certificate, as Exhibit A, and the Summary of Rights to Purchase Preferred Shares, as Exhibit B (incorporated by reference to the Companys Form 8-A, filed
with the U.S. Securities and Exchange Commission on December 23, 2015). |
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99.1 |
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Press Release of Hubbell Incorporated, dated December 23, 2015. |
Forward-Looking Statements
This document contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These include
statements about our expected future actions and are based on our reasonable current expectations. In addition, all statements regarding the reclassification or share repurchase and expected associated costs and benefits, and expected future
financial performance are forward looking. Forward-looking statements may be identified by the use of words, such as believe, expect, anticipate, intend, depend, should,
plan, estimated, predict, could, may, subject to, continues, growing, prospective, forecast, projected,
purport, might, if, contemplate, potential, pending, target, goals, scheduled, will likely be, and similar words and phrases.
Discussions of strategies, plans or intentions often contain forward-looking statements. Important factors, among others, that could cause our actual results and future actions to differ materially from those described in forward-looking statements
include, but are not limited to: the ability to carry out future transactions and strategic investments; unanticipated difficulties realizing expected benefits anticipated when entering into a transaction; future repurchases of Common Stock; any
changes in accounting principles, interpretations, or estimates; and the factors described in our Securities and Exchange Commission filings, including the Business, Risk Factors and Quantitative and Qualitative
Disclosures about Market Risk sections in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and the Companys Annual Report on Form 10-K for the year ended December 31, 2014. Any such
forward-looking statements are not guarantees of future performances and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements. The Company disclaims any duty to update any
forward-looking statement, all of which are expressly qualified by the foregoing, other than as required by law.
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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
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HUBBELL INCORPORATED |
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By: |
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/s/ Megan C. Preneta |
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Name: |
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Megan C. Preneta |
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Title: |
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Corporate Secretary and Assistant General Counsel |
Date: December 23, 2015
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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3.1 |
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Amended and Restated Certificate of Incorporation of Hubbell Incorporated (incorporated by reference to the Companys Form 8-A, filed with the U.S. Securities and Exchange Commission on December 23, 2015). |
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4.1 |
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Second Amended and Restated Rights Agreement, dated as of December 23, 2015, by and between Hubbell Incorporated and Computershare Inc., as Rights Agent, which includes the form of Right Certificate, as Exhibit A, and the Summary of
Rights to Purchase Preferred Shares, as Exhibit B (incorporated by reference to the Companys Form 8-A, filed with the U.S. Securities and Exchange Commission on December 23, 2015). |
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99.1 |
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Press Release of Hubbell Incorporated, dated December 23, 2015. |
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Exhibit 99.1
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NEWS RELEASE
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Hubbell Incorporated 40 Waterview Drive Shelton, CT
06484 475-882-4000 |
Contact: Steve Beers
HUBBELL ANNOUNCES SHAREHOLDER APPROVAL AND COMPLETION OF THE
PREVIOUSLY ANNOUNCED RECLASSIFICATION
SHELTON, CONNECTICUT (December 23, 2015) Hubbell Incorporated (NYSE: HUB.A, HUB.B) (the Company) today announced that the
Companys shareholders have approved the reclassification of the Companys dual-class common stock into a single class of common stock at todays special meeting of the Companys shareholders. Of the shares voted at the meeting,
approximately 99.3% of the voting power of the Class A common stock, 91.4% of the voting power of the Class B common stock and 97.3% of the voting power of the Class A common stock and the Class B common stock, voting as a single class,
voted in favor of the reclassification. Following shareholder approval, the Company has completed the reclassification by filing its amended and restated certificate of incorporation with the Secretary of the State of Connecticut. Trading in the
Class A common stock and the Class B common stock will cease after the markets close today and trading in the Companys single class of Common Stock will commence tomorrow, December 24, 2015. The Company will trade as HUBB.
David G. Nord, Chairman, President and Chief Executive Officer, said, On behalf of the Companys Board of Directors and management, we are pleased
to have achieved this milestone, which will align the economic interests and voting rights of shareholders and enhance the trading liquidity of the Companys securities. The reclassification will help us continue to increase shareholder value
and better execute our One Hubbell Strategy.
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Under the terms of the reclassification, holders of Class A common stock will receive a cash payment of
$28.00 for each share of Class A common stock held, and each share of Class A common stock and each share of Class B common stock has been reclassified into one share of Common Stock of the Company. Holders of certificates that formerly
represented shares of Class A common stock and Class B common stock will receive a letter of transmittal with instructions for exchanging those certificates for book entry shares of Common Stock.
The Company has entered into a 10b5-1 purchase plan agreement with J.P. Morgan Securities LLC. As previously announced, having completed the reclassification,
the Company expects to begin repurchases of up to $250 million of Common Stock as soon as practicable.
Also as previously announced, in connection with
the completion of the reclassification, the Company has amended and restated its existing shareholder rights agreement to, among other things, shorten the length of time during which the rights plan will remain in effect. As amended and restated,
the rights agreement will expire on December 17, 2016, instead of December 31, 2018. The amended and restated rights agreement also revises the definition of Acquiring Person to change the beneficial ownership threshold for a
person to become an Acquiring Person from 20% or more of the Companys Class A common stock to 15% or more of the Companys Common Stock.
Additional details with respect to the reclassification and related matters, including the Companys amended and restated rights agreement, will be
described in the filings to be made by the Company today with the U.S. Securities and Exchange Commission.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These include statements
about our expected future actions and are based on our reasonable current expectations. In addition, all statements regarding the
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reclassification or share repurchase and expected associated costs and benefits, and expected future financial performance are forward looking. Forward-looking statements may be identified by the
use of words, such as believe, expect, anticipate, intend, depend, should, plan, estimated, predict, could, may,
subject to, continues, growing, prospective, forecast, projected, purport, might, if, contemplate, potential,
pending, target, goals, scheduled, will likely be, and similar words and phrases. Discussions of strategies, plans or intentions often contain forward-looking statements. Important factors,
among others, that could cause our actual results and future actions to differ materially from those described in forward-looking statements include, but are not limited to: the ability to carry out future transactions and strategic investments;
unanticipated difficulties realizing expected benefits anticipated when entering into a transaction; future repurchases of common stock; any changes in accounting principles, interpretations, or estimates; and the factors described in our Securities
and Exchange Commission filings, including the Business, Risk Factors and Quantitative and Qualitative Disclosures about Market Risk sections in the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2015 and the Companys Annual Report on Form 10-K for the year ended December 31, 2014. Any such forward-looking statements are not guarantees of future performances and actual results, developments and business
decisions may differ from those contemplated by such forward-looking statements. The Company disclaims any duty to update any forward-looking statement, all of which are expressly qualified by the foregoing, other than as required by law.
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- 3 -
Hubbell B (NYSE:HUB.B)
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