0000105132-16-000069.txt : 20160408 0000105132-16-000069.hdr.sgml : 20160408 20160408153023 ACCESSION NUMBER: 0000105132-16-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160408 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160408 DATE AS OF CHANGE: 20160408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WD 40 CO CENTRAL INDEX KEY: 0000105132 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 951797918 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06936 FILM NUMBER: 161562574 BUSINESS ADDRESS: STREET 1: 1061 CUDAHY PL CITY: SAN DIEGO STATE: CA ZIP: 92110 BUSINESS PHONE: 6192751400 MAIL ADDRESS: STREET 1: 1061 CUDAHY PLACE CITY: SAN DIEGO STATE: CA ZIP: 92110 8-K 1 wdfc-20160408x8k.htm 8-K Blackout Notice

 

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 8, 2016

__________

 

WD-40 COMPANY

(Exact Name of Registrant as specified in its charter)

__________

 

 

 

 

 

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

000-06936

(Commission File Number)

 

95-1797918

(I.R.S. Employer

Identification Number)

 

 

 

 

 

 

 

 

 

1061 Cudahy Place, San Diego, California 92110

(Address of principal executive offices, with zip code)

 

 

 

 

 

 

 

 

 

 

 

(619) 275-1400

(Registrant’s telephone number, including area code)

 

 

 

 

 

 

 

 

 

 

 

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 5.04.

Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On April 4, 2016, WD-40 Company (the “Company”) sent a notice to participants in the WD-40 Company Profit Sharing 401(k) Plan (the “Plan”) informing them of an expected trading blackout period under the Plan as a result of a change in the recordkeeping service provider under the Plan. April 4, 2016 is also the date on which the Company, as the issuer of employer securities available as an investment under the Plan, is deemed to have received notice of the blackout period pursuant to section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974. 

Effective May 16, 2016,  Empower Retirement will become the new 401(k) recordkeeping service provider for the Plan, replacing Fidelity Investments. As a result of this change, participants in the Plan will be unable, for a period of time, to transfer or diversify investments in their accounts, or obtain a loan, withdrawal or distribution from the Plan. The temporary blackout period for participants under the Plan begins at 1:00 p.m. Pacific Time, May 4, 2016, and ends the week of May 29, 2016.  The blackout period applies to all Plan assets, including Company shares held by the Plan.

 

On April 8, 2016, the Company sent an appropriate notice (the “Notice”) to its directors and executive officers informing them of the blackout period and the restrictions on trading in WD-40 Company common stock that apply to them during the blackout period, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934.  A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Any inquiries with respect to the blackout period can be directed to Empower Retirement at 7 Shattuck Road, Andover, MA 01810, or by calling (888) 411-4015.

 

 

 

 

ITEM 9.01.

Financial Statements and Exhibits

 

 

 

 

(d) Exhibits

 

 

Exhibit No.

Description

 

99.1

Notice provided to directors and executive officers of WD-40 Company on April 8, 2016.

 

 

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.

 

 

 

 

 

 

 

WD-40 Company

 

 

(Registrant)

 

 

 

Date: April 8, 2016

 

/s/ RICHARD T. CLAMPITT

 

 

Richard T. Clampitt

 

 

Vice President, General

 

 

Counsel and Corporate Secretary

 

EX-99.1 2 wdfc-20160408ex9917cc309.htm EX-99.1 Exhibit 991

 

 

 

 Exhibit 99.1

 

Important Notice Concerning Participant Blackout Period Under the

WD-40 Company Profit Sharing 401(k) Plan

 

Restriction on Personal Trading of Company Stock

 

Date: April 8, 2016

 

To: Executive Officers and Directors of WD-40 Company

 

As a director or executive officer of WD-40 Company (the “Company”), you are subject to restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934 (“Regulation BTR”).  Those restrictions prohibit certain transactions in the Company’s common stock during retirement plan blackout periods.

 

The WD-40 Company Profit Sharing 401(k) Plan (the “Plan”) will transfer participant accounts and associated recordkeeping from Fidelity Investments to Empower Retirement effective May 16, 2016.  As a result of this change, plan participants will be unable, for a period of time, to transfer or diversify their investments in their accounts under the Plan; or obtain a loan, withdrawal, or distribution.  This period is referred to as a blackout period.

 

The temporary blackout period for participants under the Plan begins at 1 p.m. Pacific time, May 4, 2016, and ends the week of May 29, 2016.  For questions concerning the blackout period, including the date that the blackout period has ended, you may contact Empower Retirement at (888) 411-4015.  You may also write to Empower Retirement at 7 Shattuck Road, Andover, MA 01810.

 

Sarbanes-Oxley and Regulation BTR require that the Company provide notice to you, as an executive officer or director, that you are generally prohibited, during the blackout period for participants under the Plan, from directly or indirectly purchasing, selling, or otherwise transferring shares of the Company’s common stock, without regard to whether you are a participant under the Plan.

 

If you have questions concerning the restrictions imposed by Sarbanes-Oxley on your ability to trade or otherwise transfer shares of the Company’s common stock during the blackout period, you may contact Richard T. Clampitt, Vice President, General Counsel and Corporate Secretary, at (619) 275-1400.