0001193125-13-062453.txt : 20130219 0001193125-13-062453.hdr.sgml : 20130219 20130215150345 ACCESSION NUMBER: 0001193125-13-062453 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130215 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130215 DATE AS OF CHANGE: 20130215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRACO INC CENTRAL INDEX KEY: 0000042888 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 410285640 STATE OF INCORPORATION: MN FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09249 FILM NUMBER: 13618988 BUSINESS ADDRESS: STREET 1: 88 11TH AVENUE NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413-1894 BUSINESS PHONE: 6126236000 MAIL ADDRESS: STREET 1: C/O CORPORATION SERVICE COMPANY STREET 2: 380 JACKSON STREET, SUITE 700 CITY: ST. PAUL STATE: MN ZIP: 55101 8-K 1 d486032d8k.htm FORM 8-K Form 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

February 15, 2013

 

Date of report (date of earliest event reported)

Graco Inc.

 

(Exact name of registrant as specified in its charter)

 

Minnesota

   

001-09249

   

41-0285640

(State of Incorporation)    (Commission file number)    (I.R.S. Employer Identification No.)

 

88-11th Avenue Northeast

Minneapolis, Minnesota

        

55413

(Address of principal executive offices)        (Zip Code)

Telephone Number: (612) 623-6000

 

(Registrant’s telephone number, including area code)

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. below):

 

  ¨ 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 1.02 Termination of a Material Definitive Agreement.

On February 15, 2013, Graco Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Rights Agreement, dated as of February 12, 2010, between the Company and Wells Fargo Bank, N.A., as Rights Agent (the “Rights Agreement”).

The Amendment changes the final expiration date of the Rights Agreement from March 29, 2020 to February 15, 2013. Accordingly, the preferred share purchase rights granted under the Rights Agreement (the “Rights”) will expire at the close of business on February 15, 2013, and the Rights Agreement will be terminated and will be of no further force and effect. The Rights are being de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended.

A copy of the Amendment is filed as Exhibit 4.2 to the Company’s Amendment No. 1 to Registration Statement on Form 8-A/A filed on February 15, 2013 and is incorporated by reference herein.

 

Item 3.03 Material Modifications to Rights of Security Holders.

The information required by this item is included in Item 1.02 above.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the termination of the Rights Agreement, the Company has filed with the Secretary of State of the State of Minnesota a Statement of Cancellation of the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Shares.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit is filed herewith:

 

4.1 Amendment to Rights Agreement, dated as of February 15, 2013, between the Company and Wells Fargo Bank, N.A., as Rights Agent. (Incorporated by reference to Exhibit 4.2 to the Company’s Amendment No. 1 to Registration Statement on Form 8-A/A filed on February 15, 2013.)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.

 

    GRACO INC.
Date: February 15, 2013     By:   /s/ Karen Park Gallivan
      Karen Park Gallivan
      Vice President, General Counsel and Secretary

EXHIBIT INDEX

 

Exhibit

   

Description

   

Method of Filing

4.1    Amendment to Rights Agreement, dated as of February 15, 2013, between the Company and Wells Fargo Bank, N.A., as Rights Agent.    Incorporated by Reference