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: April 18, 2012
(Date of earliest event reported)
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Commission File Number: 001-09225
Minnesota | 41-0268370 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
1200 Willow Lake Boulevard
P.O. Box 64683
St. Paul, MN 55164-0683
(Address of principal executive offices, including zip code)
(651) 236-5900
(Registrants 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 2.05 Costs Associated With Exit Or Disposal Activities.
On April 18, 2012, H.B. Fuller Company (the Company) approved a plan for the integration of the recently acquired Forbo Industrial Adhesives business in the Companys North America Adhesives segment, including the closure of six production facilities located in North America. This North America integration plan will be implemented beginning in the second quarter of the current fiscal year and is currently expected to be completed by the end of fiscal year 2013. A copy of the press release that discusses this matter is furnished as Exhibit 99.1 to, and incorporated by reference in, this report.
The Company currently expects to incur exit costs of approximately $12.7 million ($8.1 million after-tax) related to these actions. The exit costs include after-tax cash expenditures of approximately $3.2 million for severance and related employee costs and approximately $4.9 million for other associated costs, primarily related to facility shutdowns. The exit costs will be spread across the next several quarters as the measures are implemented, with approximately $2.9 million of the after-tax costs occurring in the second quarter of fiscal year 2012, approximately $3.1 million occurring in the second half of fiscal year 2012 and approximately $2.1 million occurring in fiscal year 2013.
At the time the Company announced its intentions to acquire the Industrial Adhesives business of Forbo Group in December 2011, the Company provided a broad outline of the expected cost synergy that could be captured from the combined businesses and the estimated cash costs required to achieve those benefits. The integration actions detailed in this filing are part of that overall global plan and are expected to generate synergy savings in line with our original projections. The cash costs to achieve these benefits, which are detailed here, plus the planned incremental capital expenditures which are required to implement these actions are also in line with our original projections.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 | Press Release, dated April 19, 2012, issued by H.B. Fuller Company |
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.
H.B. FULLER COMPANY | ||
By: | /s/ Timothy J. Keenan | |
Timothy J. Keenan Vice President, General Counsel and Corporate Secretary |
Date: April 19, 2012
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release, dated April 19, 2012, issued by H.B. Fuller Company |
Exhibit 99.1
Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101 |
FOR MORE INFORMATION: Kimberlee Sinclair Director, Corporate Relations Office: 651-236-5823 Mobile: 612-845-5342 | |
NEWS For Immediate Release April 19, 2012 |
H.B. Fuller Integrates Acquired Business in North America
Regional Streamlining Positions Company for Future Growth
ST. PAUL, Minn., (April 19, 2012) H.B. Fuller Company (NYSE: FUL) announced that it will close six manufacturing facilities and eliminate approximately 130 positions across the North America Adhesives business segment as part of its integration of the recently acquired industrial adhesives business of Forbo Group.
As the company announced in March, there are sizable opportunities to eliminate duplication in manufacturing and redundant services and to harmonize and transform raw material procurement. The changes announced today will occur in the companys North America Adhesives business segment. Decisions were based on a thorough review of the companys now-combined operations and support H.B. Fullers strategic growth objectives. H.B. Fuller is continuing its integration assessment work in the Europe, India Middle East and Africa (EIMEA) and Asia Pacific regions and, upon completion of the analysis in the coming months, will announce any changes to the organizational structures in those regions.
The facilities scheduled for closure by mid-2013 are: Pointe-Claire, Quebec; Morris, IL; Kansas City, KS; Eugene, OR; Jackson, TN; and Dallas, TX. These facility closures will be staggered over the next 15 months and will result in approximately 90 job eliminations. H.B. Fuller will consolidate its North America Adhesives business segment operations within its remaining U.S. facilities in California, Georgia, Illinois, Kentucky, Michigan, Minnesota, Ohio, Texas and Washington. These actions will increase manufacturing efficiency and enable the region to improve plant processes and use resources and technology more efficiently.
In addition, the company will close the former Forbo corporate and research offices in Morrisville, NC, and has restructured its field sales and technical teams. These actions will eliminate approximately 40 positions in business management, Customer Service, Finance, Information Technology, Research and Development, and Sales. Selling, general and administrative positions that have not been eliminated will move to other H.B. Fuller locations, and the North Carolina offices will be vacated by February 2013.
-more-
H.B. Fuller Integrates Acquired Business in North America, continued
We are confident that the integration of our businesses will make H.B. Fuller an even stronger company, said H.B. Fuller Vice President of Americas Adhesives Traci Jensen. After a thorough analysis of the talented resources and manufacturing capacity and capability of the combined businesses, we have designed a new organization that will enable us to realize the full potential of the acquisition. The actions we are taking to remove duplication will make H.B. Fuller a more efficient company that is able to better serve our customers and well positioned to achieve our strategic growth goals.
The company has filed a Form 8-K with the United States Securities and Exchange Commission (SEC) that details the costs associated with these actions.
About H.B. Fuller Company:
For 125 years, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants and other specialty chemical products to improve products and lives. Recognized for unmatched technical support and innovation, H.B. Fuller brings knowledge and strength to help its customers find precisely the right formulation for the right performance. With fiscal 2011 net revenue of $1.6 billion, H.B. Fuller serves customers in packaging, hygiene, paper converting, general assembly, woodworking, construction, and consumer businesses. For more information, visit us at www.hbfuller.com, read our blog, follow GlueTalk on Twitter or like us on Facebook.
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