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: May 30, 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

(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 2.05 Costs Associated With Exit Or Disposal Activities.

On May 30, 2012, H.B. Fuller Company (the “Company”) approved a plan for the integration of the recently acquired Forbo Industrial Adhesives business in the Company’s Europe, India, Middle East and Africa (“EIMEA”) segment, including the closure of a total of five production facilities located in Europe. The facilities scheduled for closure are: Chatteris, United Kingdom; Pirmasens, Germany; and Vigo, Spain, as well as the previously announced closures planned for facilities in Borgolavezzaro, Italy, and Wels, Austria. This EIMEA integration plan is currently expected to be completed by the second quarter of fiscal year 2014. 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 $73.5 million ($59.7 million after-tax) related to these actions. This $73.5 million amount includes the $22.4 million of exit costs previously approved on January 26, 2012 related to the closing of the Borgolavezzaro, Italy and Wels, Austria facilities and the transfer of shared services functions to a single location in Mindelo, Portugal. The exit costs include after-tax cash expenditures of approximately $39.7 million for severance and related employee costs, approximately $16.3 million for other associated costs, primarily related to facility shutdowns, and non-cash charges (after-tax) of approximately $3.9 million related to accelerated depreciation of long-lived assets. The exit costs will be spread across a number of quarters as the measures are implemented, with approximately $25.2 million of the after-tax costs occurring in the first half of fiscal year 2012, approximately $17.8 million occurring in the second half of fiscal year 2012, approximately $10.8 million occurring in fiscal year 2013 and approximately $6.1 million occurring in fiscal year 2014.

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 May 31, 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: May 31, 2012

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated May 31, 2012, issued by H.B. Fuller Company

EX-99.1

Exhibit 99.1

  Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101 U.S.A. FOR MORE INFORMATION: Kimberlee Sinclair Director, Corporate Relations +1 612-845-5342   Maximillian Marcy Manager, Treasury and Investor Relations +1 651-236-5062

NEWS For Immediate Release May 31, 2012

H.B. Fuller Expands European Business Transformation Plans

Integration of Acquired Business Supports Regional Profitable Growth Strategy

ST. PAUL, Minn., (May 31, 2012) – H.B. Fuller Company (NYSE: FUL) announced today that it intends to make several organizational changes to support its growth and profitability strategy in the Europe, India, Middle East and Africa (EIMEA) operating segment. These specific plans support the segment’s commitment to improve EBITDA margin to 15 percent by the year 2015 while completing the integration of the Forbo business in the region.

Earlier this year, H.B. Fuller completed its planned acquisition of the industrial adhesives business of Forbo Group. As expected, the company has determined that there are sizable opportunities to eliminate duplication in manufacturing and redundant services in the combined businesses. H.B. Fuller has now completed its integration assessments in EIMEA, and the resulting plans include the intended closure of five manufacturing facilities and a net reduction of approximately 100 positions in sales, finance, customer service, and research and development. The plans are based on a thorough analysis of the company’s now-combined operations and are subject to Works Council and/or Trade Union consultations and other legal requirements.

This announcement follows the North America integration plan announcement on April 19, 2012. In addition, last week the company launched its integration plans for its Asia Pacific operating segment. The global integration plan is now mostly complete and communicated within 90 days of the completion of the acquisition.

-more-

H.B. Fuller Expands European Business Transformation Plans Page 2 of 2

H.B. Fuller also affirmed the company’s intention to make capital investments in the EIMEA segment of approximately $90 million over the next three years. The investments will enable consolidation, facilitate increased production capacity, support new technologies in the company’s European operations, and centralize finance shared services and customer service functions in Mindelo, Portugal, as previously announced. These actions will enable the operating segment to modernize and enhance plant processes and use resources and technology more efficiently.

“We have thoroughly examined every part of the now-combined EIMEA business, and I am confident that the organization we have designed will enable H.B. Fuller to achieve our profitable growth goals in EIMEA,” said Jim Owens, H.B. Fuller president and chief executive officer. “Streamlining our operations and investing where it makes sense will make the region more efficient and able to provide even better service to our customers.”

Overall, plans for investment and restructuring represent a net reduction of 370 positions. The facilities scheduled for closure are: Chatteris, United Kingdom; Pirmasens, Germany; and Vigo, Spain, as well as the previously announced closures planned for facilities in Borgolavezzaro, Italy, and Wels, Austria. These facility closures will be staggered over the next two years.

The company intends to file 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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