0000038725-12-000133.txt : 20120810 0000038725-12-000133.hdr.sgml : 20120810 20120810083745 ACCESSION NUMBER: 0000038725-12-000133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120809 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN ELECTRIC CO INC CENTRAL INDEX KEY: 0000038725 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 350827455 STATE OF INCORPORATION: IN FISCAL YEAR END: 0725 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00362 FILM NUMBER: 121022683 BUSINESS ADDRESS: STREET 1: 400 E SPRING ST CITY: BLUFFTON STATE: IN ZIP: 46714 BUSINESS PHONE: 2608242900 MAIL ADDRESS: STREET 1: 400 E SPRING STREET CITY: BLUFFTON STATE: IN ZIP: 46714 8-K 1 a2012898-k.htm FORM 8-K 2012.8.9. 8-K


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): August 9, 2012

FRANKLIN ELECTRIC CO., INC.
(Exact name of registrant as specified in its charter)
Indiana
 
0-362
 
35-0827455
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

400 E. Spring Street
 
 
Bluffton, IN
 
46714
(Address of principal executive offices)
 
(Zip code)

(260) 824-2900
(Registrant's telephone number, including area code)
 
Not Applicable
(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)) 






Item 7.01. Regulation FD Disclosure

On August 9, 2012, Franklin Electric Co., Inc. issued a press release announcing the completed acquisition of 100 percent of the outstanding stock of Cerus Industrial Inc. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K and the press release attached hereto are being furnished pursuant to Item 7.01 of Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number
 
Description
99.1
 
Press release - "Franklin Electric Announces Acquisition of Cerus Industrial Inc."






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.

FRANKLIN ELECTRIC CO., INC.
(Registrant)

Date: August 10, 2012
 
By
/s/ John J. Haines
 
 
 
John J. Haines
 
 
 
Vice President and Chief Financial Officer and Secretary
 
 
 
(Principal Financial and Accounting Officer)







EXHIBIT INDEX

Exhibit Number
 
Description
99.1
 
Press release - "Franklin Electric Announces Acquisition of Cerus Industrial Inc."



EX-99.1 2 a201289exhibit991.htm PRESS RELEASE 2012.8.9. Exhibit 99.1


Exhibit 99.1

For Immediate Release    

For Further Information
Refer to: John J. Haines
260-824-2900

FRANKLIN ELECTRIC ANNOUNCES ACQUISITION OF CERUS INDUSTRIAL INC.

Bluffton, Indiana - August 9, 2012 - Franklin Electric Co., Inc. (NASDAQ:FELE) announced today that it has completed the acquisition of 100 percent of the outstanding stock of Cerus Industrial Inc., based in Hillsboro, Oregon. Cerus designs, manufactures, and distributes motor controls, motor starters, contactors, protection devices, and variable frequency drives to a wide range of distributor and original equipment manufacturers in North America who serve three primary markets: HVAC, industrial motor sales and service, and pumping systems. 2011 sales for Cerus were approximately $14.0 million.

Franklin Electric has agreed to pay $25.7 million in an all cash transaction. The Company believes Cerus will be accretive to 2013 earnings per share.

Scott Trumbull, Franklin Chairman and Chief Executive Officer, commented:

“Cerus has deep technical and manufacturing strengths in several areas that are of strategic interest to Franklin Electric including variable frequency drives, starters, and control panels. The demand for electronic drives and controls for pumping applications is growing rapidly because these devices allow our customers to reduce energy cost, increase system life, and manage system parameters such as pressure and flow. While Franklin has been a leader in applying drive and control technologies to groundwater pumping systems, we believe that the Cerus acquisition will enable us to further accelerate our growth by increasing our technical and product development capacity, broadening our product line, reducing our manufacturing costs and moving us into adjacent market areas.”

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those relating to market conditions or the Company's financial results, costs, expenses or expense reductions, profit margins, inventory levels, foreign currency translation rates, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company's business and industry, new housing starts, weather conditions, market demand, competitive factors, changes in distribution channels, supply constraints, effect of price increases, raw material costs and availability, technology factors, integration of acquisitions, litigation, government and regulatory actions, the Company's accounting policies, and other risks which are detailed in the Company's Securities and Exchange Commission filings, included in Item 1A of Part I of the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2011, Exhibit 99.1 attached thereto and in Item 1A of Part II of the Company's Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and, except as required by law, the Company assumes no obligation to update any forward-looking statements.