0001193125-12-375547.txt : 20120830 0001193125-12-375547.hdr.sgml : 20120830 20120830152334 ACCESSION NUMBER: 0001193125-12-375547 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120827 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120830 DATE AS OF CHANGE: 20120830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENTAIR INC CENTRAL INDEX KEY: 0000077360 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY (NO METALWORKING MACHINERY) [3550] IRS NUMBER: 410907434 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04689 FILM NUMBER: 121065625 BUSINESS ADDRESS: STREET 1: 5500 WAYZATA BLVD. STREET 2: SUITE 800 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 BUSINESS PHONE: 763-545-1730 MAIL ADDRESS: STREET 1: 5500 WAYZATA BLVD. STREET 2: SUITE 800 CITY: GOLDEN VALLEY STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: PENTAIR INDUSTRIES INC DATE OF NAME CHANGE: 19790327 8-K 1 d403842d8k.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

Date of Report (Date of earliest event reported): August 30, 2012 (August 27, 2012)

Commission file number 000-04689

 

 

Pentair, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Minnesota   41-0907434

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification number)

 

5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota   55416
(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (763) 545-1730

 

 

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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

Pentair, Inc. (the “Company”) has provided notice to participants in the Pentair, Inc. Retirement Savings and Stock Incentive Plan (the “Plan”) that there will be a blackout period with respect to the employee stock ownership fund (the “ESOP Fund”) in the Plan during which the ESOP Fund will be closed for participant transactions. The blackout period is required by the Plan’s recordkeeper, Fidelity Investments, in connection with the previously disclosed proposed merger under which the flow control business of Tyco International Ltd. will combine with the Company. The blackout period will permit the conversion of the shares of the Company’s common stock held by the Plan into registered shares of Tyco Flow Control International Ltd., to be renamed Pentair Ltd., which will be the parent entity of the combined company following the closing of the merger. The blackout period is currently expected to begin on September 27, 2012 at 4:00 p.m. (Eastern Time) and end during the calendar week beginning September 30, 2012. However, the timing of the Plan blackout period is dependent on the timing of the merger closing and is therefore subject to change.

The Company received notice of the impending blackout period as required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, on August 27, 2012. On August 30, 2012, the Company provided a notice to its directors and executive officers informing them that a blackout period is expected to be in effect beginning on September 27, 2012 at 4:00 p.m. (Eastern Time) and ending during the calendar week beginning September 30, 2012 and restricting them from purchasing, acquiring, selling or otherwise transferring registered shares or other equity securities of Pentair Ltd. except as otherwise permitted by Regulation BTR. A copy of the notice provided to the Company’s directors and executive officers is filed hereto as Exhibit 99 and incorporated by reference herein.

The Company’s security holders and other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting Angela D. Lageson, the Company’s Senior Vice President, General Counsel and Secretary, 5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota 55416, (763) 545-1730.

 

ITEM 9.01. Financial Statements and Exhibits.

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) Not applicable.

 

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

 

Exhibit

   

Description

99.1    Notice of Blackout Period, dated August 30, 2012, to the Directors and Executive Officers of Pentair, Inc.

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, thereunto duly authorized, on August 30, 2012.

 

PENTAIR, INC.
Registrant
By:  

/s/ Angela D. Lageson

  Angela D. Lageson
  Senior Vice President, General Counsel and Secretary

PENTAIR, INC.

Exhibit Index to Current Report on Form 8-K

Dated August 30, 2012

 

Exhibit

Number

   

Description

99.1    Notice of Blackout Period, dated August 30, 2012, to the Directors and Executive Officers of Pentair, Inc.
 
EX-99.1 2 d403842dex991.htm NOTICE OF BLACKOUT PERIOD Notice of Blackout Period

Exhibit 99.1

NOTICE OF BLACKOUT PERIOD

 

To:    Directors and Executive Officers of Pentair, Inc.
Re:    Notice of Blackout Period
Date:    August 30, 2012

 

 

This notice is to inform you, as directors and executive officers of Pentair, Inc. (the “Company”), that the employee stock ownership fund (the “ESOP Fund”) in the Pentair, Inc. Retirement Savings and Stock Incentive Plan (the “Plan”) will be subject to a “blackout period” during which the ESOP Fund will be closed for participant transactions.

The blackout period is required by the Plan’s recordkeeper, Fidelity Investments, in connection with the proposed merger under which the flow control business of Tyco International Ltd. will combine with the Company. The blackout period will permit the Pentair, Inc. common stock held in the ESOP Fund prior to the merger to be converted into registered shares of Tyco Flow Control International Ltd., to be renamed Pentair Ltd., which will be the parent entity of the combined company following the closing of the merger.

In addition, as a director or executive officer of Pentair Ltd. after the merger, you will be prohibited from trading in Pentair Ltd. registered shares or related securities during the blackout period. The blackout period is currently expected to begin on September 27, 2012 at 4:00 p.m. (Eastern Time) and end during the calendar week beginning September 30, 2012. However, the timing of the Plan blackout period is dependent on the timing of the merger closing and is therefore subject to change. You will be notified of any change in timing.

The blackout period is required in accordance with the Sarbanes-Oxley Act of 2002 and the SEC’s Regulation BTR, which prohibit an issuer’s directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the issuer, including pursuant to options to acquire shares or other derivative securities, during a blackout period under the issuer’s retirement plans. This trading restriction bars directors and executive officers of Pentair Ltd. from trading within the Plan as well as trading outside the Plan. The restriction applies whether or not you are a participant in, or eligible to participate in, the Plan.

Please note that this trading restriction will not apply to certain activities expressly permitted under Regulation BTR, including any purchases or sales made pursuant to certain written plans satisfying the conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. However, given the complexity of these rules and the short time period involved, you are urged to avoid any discretionary change in your beneficial ownership of Pentair Ltd. registered shares or other equity securities during the blackout period. Even if you think an exception applies to you, we ask that you not trade any Pentair Ltd. security or derivative during the blackout period, unless you have advance written permission from Angela D. Lageson, the Company’s Senior Vice President, General Counsel and Secretary.

Again, the Plan blackout period, and thus the period in which you are prohibited from trading Pentair Ltd. shares, is expected to begin on September 27, 2012 at 4:00 p.m. (Eastern Time) and end during the calendar week beginning September 30, 2012.

If you have any questions concerning this notice, the blackout period or the transactions affected by the blackout period, then please contact Angela D. Lageson, the Company’s Senior Vice President, General Counsel and Secretary, 5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota 55416, (763) 545-1730. You may obtain, without charge, information as to whether the blackout period has begun or ended by contacting Ms. Lageson at the address and phone number listed above.

 

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