8-K 1 e17021_8k.txt 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 Date of Report (Date of earliest event reported) February 23, 2004 Kewaunee Scientific Corporation -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-5286 38-0715562 ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 2700 West Front Street Statesville, North Carolina 28677 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 704-873-7202 N/A -------------------------------------------------------------------------------- (Former name or former address if changed since last report) ================================================================================ Item 7. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Subject Matter ----------- -------------- 99.1 Press Release dated February 23, 2004, of Kewaunee Scientific Corporation, announcing its third quarter earnings. Item 12. Results of Operations and Financial Condition. On February 23, 2004 Kewaunee Scientific Corporation (the "Company") issued a Press Release announcing its third quarter earnings. The Press Release is incorporated herein by reference, and is included as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 to this report contains information regarding certain non-recurring items incurred by the Company. For comparative purposes, following the disclosure of certain financial measures in Exhibit 99.1 that include the applicable non-recurring items, the Company has reported the impact on net earnings resulting from the non-recurring items, which additional information constituting a "non-GAAP financial measure" as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The Company has included this additional information because it believes that the disclosure of such information facilitates the comparison of the Company's current results of operations to prior periods. 2 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. (Registrant) Kewaunee Scientific Corporation Date: February 23, 2004 By: /s/ D. Michael Parker -------------------------------- Senior Vice President, Finance Chief Financial Officer 3