0000031107-15-000035.txt : 20150730 0000031107-15-000035.hdr.sgml : 20150730 20150730162409 ACCESSION NUMBER: 0000031107-15-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150729 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150730 DATE AS OF CHANGE: 20150730 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: 151016483 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_wellsfargoterm.htm fm8k_wellsfargoterm.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: July 29, 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)

[X]  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 8 – Other Events

ITEM 8.01 – Other Events

On July 29, 2015, The Eastern Company terminated its Agreement with Wells Fargo Securities as its financial advisor.


Section 9 – Financial Statements and Exhibits

 
ITEM 9.01 - (d) Exhibits

(99)  
The letter dated July 29, 2015 from The Eastern Company to Wells Fargo Securities terminating the engagement of Well Fargo Securities as the Company’s financial advisor.






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:  July 30, 2015     
/s/John L. Sullivan III
 
John L. Sullivan III
Vice President and Chief Financial Officer

EX-99 2 ex99wfterm.htm ex99wfterm.htm
Exhibit 99






July 29, 2015


Mr. Stavros Tsibiridis, Managing Director
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, NC  28202


Dear Stavros:
 
 
I want to thank you for having completed and presented to the Board the valuation study and The Eastern Company’s possible strategic alternatives. As you recall, those studies were performed for us as part of our offensive message during the proxy contest we were waging against Barington Capital. They have, however, won the proxy contest and now have two seats on our Board of Directors.

The announcement to the public of your engagement with us as Financial Advisors appears to have been interpreted as a signal that the Company is for sale in total or in pieces. That, unfortunately, was not the objective of the studies and in view of the Barington proxy victory that perception by the business and investing community may not be in line with what might be a different strategic objective that the new Board might pursue for the Company.

In our Agreement and in accordance with Paragraph D “Wells Fargo Securities’ it states that our engagement may be terminated by either party hereto at any time, with or without cause, upon ten day’s prior written notice to the other party”. Therefore, The Eastern Company hereby is giving Wells Fargo Securities notice that the Agreement dated March 27, 2015 is terminated.

In accordance, with Paragraph B, Item 3, the agreement regarding future transactions equal to or in excess of $50 million will expire 18 months following 10 days from the date of this letter.

Thank you for your services.

Sincerely,


/s/Leonard F. Leganza
Leonard F. Leganza
Chairman, President and CEO