DE false 0000025445 0000025445 2022-12-15 2022-12-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 15, 2022

 

 

CRANE HOLDINGS, CO.

(Exact name of registrant as specified in its charter)

 

 

DELAWARE

(State or other jurisdiction of incorporation)

 

Delaware   1-1657   88-0706021

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

100 First Stamford Place Stamford CT

 

06902

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: 203-363-7300

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 $1.00   CR   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 December 15, 2022, Crane Holdings, Co. (the “Company”) issued a press release (the “Press Release”) announcing the public filing of a registration statement on Form 10 with the Securities and Exchange Commission by Crane Company, a wholly-owned subsidiary of the Company (“Crane Company”), in connection with the Company’s previously announced plan to spin-off the Company’s Aerospace & Electronics, Process Flow Technologies and Engineered Materials segments to the Company’s stockholders. Upon consummation of the spin-off, Crane Company will be an independent, publicly traded company. The Press Release also includes an update on the spin-off and discusses upcoming events of the Company.

A copy of the Press Release is furnished herewith as Exhibit 99.1.

The information set forth in this Item 7.01 and in the Press Release, furnished herewith as Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “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. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

 

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.
   Exhibit
99.1    Press Release dated December 15, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

    CRANE HOLDINGS, CO.
December 15, 2022    
    By:  

/s/ Anthony M. D’Iorio

    Name:   Anthony M. D’Iorio
    Title:   Senior Vice President, General Counsel and Secretary

 

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