0000031107-15-000002.txt : 20150114 0000031107-15-000002.hdr.sgml : 20150114 20150114150212 ACCESSION NUMBER: 0000031107-15-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150114 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150114 DATE AS OF CHANGE: 20150114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35383 FILM NUMBER: 15527035 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 8-K 1 fm8k_01142015.htm FORM 8-K fm8k_01142015.htm
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: January 14, 2015
(Date of earliest event reported)


 
The Eastern Company
 (Exact name of Registrant as specified in its charter)
 
 

Connecticut
0-599
06-0330020
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
identification No.)


112 Bridge Street, Naugatuck, Connecticut                                                                                                               06770
(Address of principal executive offices)                                                                                                           (Zip Code)


(203) 729-2255
 (Registrant’s telephone number, including area code)

________________________________________________
(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)

[ ]  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))

 
 
 




Section 7 – Regulation FD

ITEM 7.01 - Regulation FD Disclosure

On January 14, 2015, The Eastern Company issued a press release regarding a proposed transaction recently received from Synalloy Corporation (NASDAQ-SYNL).   See attached press release.



Section 9 – Financial Statements and Exhibits

ITEM 9.01 - (d) Exhibits

(99)  
Press Release dated January 14, 2015 in response to the proposed transaction from Synalloy.





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.


 
The Eastern Company


Date: January 14, 2015
/s/Leonard F. Leganza
 
Leonard F. Leganza
Chairman, President and CEO


EX-99 2 ex99_01142015.htm PRESS RELEASE 1-14-15 ex99_01142015.htm




Exhibit 99







FOR IMMEDIATE RELEASE
 
  
January 14, 2015



THE EASTERN COMPANY

 
 

Naugatuck, CT – The Eastern Company (NASDAQ-EML) (the “Company”) recently received a letter from Synalloy Corporation (NASDAQ-SYNL) expressing the interest of Synalloy in the possible acquisition of the Company for $6.69 per share in cash and approximately $12.43 in shares of Synalloy common stock.

The Board of Directors of the Company has carefully reviewed and unanimously determined that the proposal is not in the best interests of the Company and its shareholders. The Board of Directors further determined that it would be more beneficial to its shareholders to continue to execute the Company’s current business strategy rather than pursue the transaction as proposed by Synalloy.

The Eastern Company is a 156-year old manufacturer of industrial hardware, security products and metal castings.  It operates from eleven locations in the U.S., Canada, Mexico, Taiwan and China.  The diversity of the Company’s products helps it respond to the changing requirements of a broad array of markets.

Forward-Looking Statements: Information in this news release contains statements which reflect the Company’s current expectations regarding its future operating performance and achievements.  Actual results may differ due to the many economic uncertainties that affect the Company’s business environment.  Further information about the potential factors which could affect the Company’s financial results is included in the Company’s reports and filings with the Securities and Exchange Commission.  The Company is not obligated to update or revise the aforementioned statements for those new developments.


Contact:                 Leonard F. Leganza or John L. Sullivan III
(203) 729-2255