- Amended Current report filing (8-K/A)
December 15 2008 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2008
Woodward Governor Company
(Exact
name of registrant as specified in its charter)
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Delaware
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0-8408
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36-1984010
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(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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1000 E Drake Road, Fort Collins, Colorado
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80525
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code:
(970) 482 - 5811
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Not applicable
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(Former name or former address if changed since last report.)
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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))
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Item 2.01 Completion of Acquisition or Disposition of Assets.
This Amendment No. 1 to Current Report on Form 8-K/A is being filed by Woodard Governor Company
(Woodward) solely for the purpose of amending and supplementing Item 9.01 of that certain Current
Report on Form 8-K originally filed by Woodward with the Securities and Exchange Commission (SEC)
on October 6, 2008 (the Original Form 8-K) in connection with the acquisition of all of the
outstanding shares of stock of Techni-Core, Inc.(Techni-Core) and all of the outstanding shares
of stock of MPC Products Corporation (MPC) not held by Techni-Core pursuant to the Stock
Purchase Agreement (the Acquisition Agreement), as amended, by and among the Company, MPC,
Techni-Core, and The Successor Trustees of the Joseph M. Roberti Revocable Trust dated December
29, 1992, Maribeth Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust dated
April 4, 1991 and the individuals and entities listed on Schedule I thereto (collectively, the
Sellers). The acquisition by Woodward of the stock of MPC and Techni-Core closed on October 1,
2008. As indicated in the Original Form 8-K, this Form 8-K/A is being filed to provide the
information required by Item 9.01(a) and (b) of Form 8-K, which was not previously filed with the
Original 8-K, and are permitted to be filed by amendment no later than 71 calendar days after the
date the Original 8-K was required to be filed with the SEC.
Item 9.01 Financial Statements and Exhibits.
(a)
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Financial statements of businesses acquired.
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The following financial statements of Techni-Core are being filed as exhibits to this amendment and
are incorporated by reference herein (The consolidated financial statements of Techni-Core, Inc.
include MPC Products Corporations results for the indicated periods):
Exhibit 99.1 Techni-Cores audited consolidated financial statements, including the report of
the independent accountant and Techni-Cores audited consolidated balance sheets as of December 31,
2007 and 2006, and Techni-Cores audited consolidated statements of income, stockholders equity,
and cash flows for each of the years ended December 31, 2007 and 2006.
Exhibit 99.2 Techni-Cores unaudited consolidated financial statements, including Techni-Cores
unaudited consolidated balance sheets as of September 30, 2008 and September 29, 2007, and
Techni-Cores unaudited consolidated statements of income, stockholders equity, and cash flows for
each of the nine month periods ended September 30, 2008 and September 29, 2007.
(b)
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Unaudited Pro forma financial information.
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The following pro forma financial information is being filed as an exhibit to this amendment and is
incorporated by reference herein:
Exhibit 99.3 Unaudited pro-forma condensed combined financial statements and explanatory notes
of Woodward as of September 30, 2008 after giving effect to the acquisition of MPC and Techni-Core
and adjustments described in such pro forma financial information.
The following exhibits are filed as part of this Current Report on Form 8-K.
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Exhibit No.
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Description
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10.5
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Stock Purchase Agreement, dated August 19, 2008, by and among Woodward
Governor Company, MPC Products Corporation, Techni-Core, Inc., The
Successor Trustees of the Joseph M. Roberti Revocable Trust dated
December 29, 1992, Maribeth Gentry, as Successor Trustee of the Vincent
V. Roberti Revocable Trust dated April 4, 1991 and the individuals and
entities named in Schedule I thereto (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on
August 21, 2008).
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10.6
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Amendment No. 1, dated October 1, 2008, to the Stock Purchase Agreement,
dated August 19, 2008, by and among Woodward Governor Company, MPC
Products Corporation, Techni-Core, Inc., The Successor Trustees of the
Joseph M. Roberti Revocable Trust dated December 29, 1992, Maribeth
Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust
dated April 4, 1991 and the individuals and entities named in Schedule I
thereto (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company on October 6, 2008).
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23.1
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Consent of McGladrey & Pullen, LLP, Independent Auditors and Accountants.
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99.1
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Techni-Cores audited consolidated financial statements, including the
report of the independent accountant and Techni-Cores audited
consolidated balance sheets as of December 31, 2007 and 2006, and
Techni-Cores audited consolidated statements of income, stockholders
equity, and cash flows for each of the years ended December 31, 2007 and
2006.
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99.2
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Techni-Cores unaudited consolidated financial statements, including
Techni-Cores unaudited consolidated balance sheets as of September 30,
2008 and September 29, 2007, and Techni-Cores unaudited consolidated
statements of income, stockholders equity, and cash flows for each of
the nine month periods ended September 30, 2008 and September 29, 2007.
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99.3
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Unaudited pro-forma condensed combined financial statements and
explanatory notes of Woodward as of September 30, 2008 after giving
effect to the acquisition of MPC and Techni-Core and adjustments
described in such pro forma financial information.
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Forward-Looking Statements
Information in this Current Report on Form 8-K/A, together with the exhibits attached hereto,
contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve risks and uncertainties, including, but not limited to, statements
regarding the integration of MPC and Woodward, the expected benefits and costs of the MPC
acquisition; Woodwards plans relating to the acquisition; the future financial and accounting
impact of the acquisition; and any statements of expectation or belief or assumptions underlying
any of the foregoing. Readers are cautioned that these forward-looking statements are only
predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.
Factors that could cause actual results and the timing of certain events to differ materially from
the forward-looking statements, include, but are not limited to, the possibility that the expected
costs and benefits of the acquisition may not materialize as expected; the possibility that
preliminary financial reporting estimates and assumptions may prove to be incorrect; the failure of
Woodward to successfully integrate the MPC business or realize synergies; conditions in the capital
and financial markets generally; general economic conditions and other risk factors and other risks
that are described in and other risk factors described in Woodwards Annual Report on Form 10-K for
the year ended September 30, 2008.
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 thereunto duly authorized.
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Woodward Governor Company
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Date: December 15, 2008
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By:
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/s/ A. Christopher Fawzy
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Name:
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A. Christopher Fawzy
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Title:
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Vice President, General Counsel, and
Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.5
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Stock Purchase Agreement, dated August 19, 2008, by and among Woodward
Governor Company, MPC Products Corporation, Techni-Core, Inc., The
Successor Trustees of the Joseph M. Roberti Revocable Trust dated
December 29, 1992, Maribeth Gentry, as Successor Trustee of the Vincent
V. Roberti Revocable Trust dated April 4, 1991 and the individuals and
entities named in Schedule I thereto (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on
August 21, 2008).
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10.6
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Amendment No. 1, dated October 1, 2008, to the Stock Purchase Agreement,
dated August 19, 2008, by and among Woodward Governor Company, MPC
Products Corporation, Techni-Core, Inc., The Successor Trustees of the
Joseph M. Roberti Revocable Trust dated December 29, 1992, Maribeth
Gentry, as Successor Trustee of the Vincent V. Roberti Revocable Trust
dated April 4, 1991 and the individuals and entities named in Schedule I
thereto (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K filed by the Company on October 6, 2008).
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23.1
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Consent of McGladrey & Pullen, LLP, Independent Auditors and Accountants.
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99.1
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MPCs audited consolidated financial statements, including the report of
the independent accountant and related audited consolidated balance
sheets as of December 31, 2007 and 2006, and MPCs audited consolidated
statements of income, stockholders equity, and cash flows for each of
the years ended December 31, 2007 and 2006.
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99.2
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Techni-Cores audited consolidated financial statements, including the
report of the independent accountant and Techni-Cores audited
consolidated balance sheets as of December 31, 2007 and 2006, and
Techni-Cores audited consolidated statements of income, stockholders
equity, and cash flows for each of the years ended December 31, 2007 and
2006.
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99.3
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Techni-Cores unaudited consolidated financial statements, including
Techni-Cores unaudited consolidated balance sheets as of September 30,
2008 and September 29, 2007, and Techni-Cores unaudited consolidated
statements of income, stockholders equity, and cash flows for each of
the nine month periods ended September 30, 2008 and September 29, 2007.
The consolidated financial statements of Techni-Core, Inc. include MPC
Products Corporations results for the indicated periods.
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99.4
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Unaudited pro-forma condensed combined financial statements and
explanatory notes of Woodward as of September 30, 2008 after giving
effect to the acquisition of MPC and Techni-Core and adjustments
described in such pro forma financial information.
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