fm8k_rightsterm.htm

0000031107-15-000040.txt : 20150807 0000031107-15-000040.hdr.sgml : 20150807 20150807124838 ACCESSION NUMBER: 0000031107-15-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150807 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150807 DATE AS OF CHANGE: 20150807 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: 151036232 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_rightsterm.htm RIGHT AGREEMENT - TERM fm8k_rightsterm.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: August 7, 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 1 – Registrant’s Business and Operations

ITEM 1.02 – Termination of a Material Definitive Agreement

On August 7, 2015, the Board of Directors of The Eastern Company (the "Company"), voted to terminate the Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC (the “2008 Shareholders’ Rights Agreement”). A copy of the 2008 Shareholders’ Rights Agreement was filed on a Current Report on Form 8-K dated July 23, 2008 and is incorporated herein by reference.

The decision to terminate the 2008 Shareholders’ Rights Agreement was made as a result of a review of the Company’s Corporate Governance policies.

Section 3 – Securities and Trading Markets

ITEM 3.03 – Material Modification to Rights of Security Holders

On August 7, 2015 the Board of Directors of the Company voted to terminate the 2008 Shareholders’ Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, the rights agent.

Pursuant to the 2008 Shareholders’ Rights Agreement, the Company declared a dividend distribution of one right for each share of the Company's common stock, no par value, (the "Common Stock"), payable on July 23, 2008 to shareholders of record on July 3, 2008 (the "Record Date"). The 2008 Shareholders’ Rights Agreement also authorized the issuance of one right for each share of Common Stock that becomes outstanding between the Record Date and the Distribution Date (as defined in the 2008 Shareholders’ Rights Agreement), and under certain circumstances thereafter.

Pursuant to Section 23 of the 2008 Shareholders’ Rights Agreement, the Company will redeem all of the outstanding rights at a redemption price of $0.01 per right, which will be payable on September 15, 2015, to common shareholders of record as of August 19, 2015. Effective upon the action of the Board of Directors of the Company ordering the redemption of the rights, the right to exercise the rights terminated, and the only right thereafter of the shareholders of the Company is to receive the redemption price.

Section 7 – Regulation FD

ITEM 7.01 – Regulation FD Disclosure

On August 7, 2015, the Company issued a press release concerning the vote by the Board of Directors to terminate the 2008 Shareholders’ Rights Agreement. A copy of the press release dated August 7, 2015 is attached hereto.

Section 9 – Financial Statements and Exhibits

ITEM 9.01 - (d) Exhibits

(99)	Press Release dated August 7, 2015 announcing the termination of the 2008 Shareholders’ Rights Agreement.

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: August 7, 2015	/s/Leonard F. Leganza
	Leonard F. Leganza Chairman, President and Chief Executive Officer

EX-99 2 ex99_rightsterm.htm PR ex99_rightsterm.htm

Exhibit 99

FOR IMMEDIATE RELEASE

August 7, 2015

THE BOARD OF DIRECTORS OF THE EASTERN COMPANY

TERMINATES SHAREHOLDER RIGHTS AGREEMENT

Naugatuck, CT–The Eastern Company (NASDAQ:EML) today announced the termination of its 2008 Shareholder Rights Agreement (the “Rights Agreement”). Pursuant to Section 23 of the Rights Agreement, the Company will redeem all, and not less than all, of the outstanding rights at a redemption price of $0.01 per right.

The redemption fee of $0.01 per right will be payable on September 15, 2015, to common shareholders of record as of August 19, 2015.

Mr. Leonard F. Leganza, Chairman, President and CEO, stated, “The Company’s Board of Directors, after extensive discussions, has determined that the termination of the Rights Plan is in the best long-term interest of all of our current shareholders. It is also a positive step forward toward modifying our governance policies looking into the future.”

About the Company

The Eastern Company is a 157-year-old manufacturer of industrial hardware, security products and metal castings. It operates from 13 locations in the U.S., Canada, Mexico, Taiwan and China. The diversity of the Company’s products helps it to respond to the changing requirements of a broad array of markets. More information on the Company can be found at www.easterncompany.com

Safe Harbor for Forward-Looking Statements

Statements in this document about the Company’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including those set forth in the Company’s reports and filings with the U.S. Securities and Exchange Commission. The Company is not obligated to update or revise any forward-looking statements as a result of developments occurring after the date of this document.

The Eastern Company

Leonard F. Leganza or John L. Sullivan III, 203-729-2255