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): November 3, 2014

Raven Industries, Inc.

(Exact name of registrant as specified in its charter)

South Dakota	001-07982	46-0246171
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

205 East 6^th Street, P.O. Box 5107

Sioux Falls, SD 57117-5107

(Address of principal executive offices)

(605) 336-2750

(Registrant’s telephone number, including area code)

(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 7.01. Regulation FD Disclosure.

On November 3, 2014, the Company issued a press release announcing the authorization of a stock buyback program. The press release is attached hereto as Exhibit 99.1.

On November 3, 2014, the Company issued a press release announcing the acquisition of Integra Plastics, Inc. The press release is attached hereto as Exhibit 99.2.

The information set forth in this Item 7.01 of this Current Report on Form 8-K and in Exhibits 99.1 and 99.2 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Raven Industries, Inc. press release dated November 3, 2014.
99.2	Raven Industries, Inc. press release dated November 3, 2014.

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.

	RAVEN INDUSTRIES, INC.
Date: November 3, 2014	By:	/s/ Thomas Iacarella
		Thomas Iacarella
		Vice President and Chief Financial Officer, and Treasurer

EX-99.1

Exhibit 99.1

RAVEN INDUSTRIES, INC.  •  NASDAQ: RAVN  •  SIOUX FALLS, SD  •  RAVENIND.COM

Raven Industries Announces $40 Million Stock Buyback Authorization

Sioux Falls, S.D.—Nov. 3, 2014—Raven Industries, Inc. (NASDAQ: RAVN) announced today that its board of directors has authorized a $40 million stock buyback program. The authorized repurchases will be made from time to time in open market transactions.

The timing, volume and nature of share repurchases will be at the sole discretion of management, dependent on market conditions, applicable securities laws and other factors, and may be suspended or discontinued at any time. No assurance can be given that any particular amount of common stock will be repurchased.

“This stock buyback plan reaffirms our confidence in Raven’s long-term prospects,” said Daniel A. Rykhus, Raven’s President and Chief Executive Officer. “Our strong capital structure and liquidity allow us to help offset the impact of dilution and demonstrate our commitment to increasing shareholder value.”

About Raven Industries, Inc: Since 1956, Raven Industries has designed and manufactured high-quality, high-value technical products. Raven is publicly traded on NASDAQ (RAVN) and has earned an international reputation for innovation, product quality, high performance, and unmatched service. Raven’s purpose is to solve great challenges in areas of safety, feeding the world, energy independence and resource preservation. To realize this purpose, we utilize our strengths in engineering, manufacturing and technological innovation to serve the precision agriculture, high performance specialty films, aerospace and situational awareness markets. Visit www.RavenInd.com for more information.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” and similar expressions are intended to identify forward-looking statements. The company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act. Although management believes that the expectations reflected in forward-looking statements are based on reasonable assumptions, there is no assurance these assumptions are correct or that these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited to, those relating to weather conditions and commodity prices, which could affect sales and profitability in some of the company’s primary markets, such as agriculture, construction and oil and gas drilling; or changes in competition, raw material availability, technology or relationships with the company’s largest customers, risks and uncertainties relating to development of new technologies to satisfy customer requirements, possible development of competitive technologies, ability to scale production of new products without negatively impacting quality and cost, and ability to finance investment and working capital needs for new development projects, as well as other risks described in the company’s 10-K under Item 1A. This list is not exhaustive, and the company does not have an obligation to revise any forward-looking statements to reflect events or circumstances after the date these statements are made.

Contact Information

At the Company: Tom Iacarella, Vice President and CFO 605-336-2750 Thomas.Iacarella@ravenind.com At PadillaCRT: Matt Sullivan 612-455-1700 matt.sullivan@padillacrt.com

EX-99.2

Exhibit 99.2

RAVEN INDUSTRIES, INC  •  NASDAQ: RAVN  •  SIOUX FALLS, SD  •  RAVENIND.COM

Raven Industries Announces Acquisition of Integra Plastics, Inc.

Provider of Plastic Film and Sheeting Expands Raven’s Capacity, Broadens Product Offering

Sioux Falls, SD (November 3, 2014)—Raven Industries, Inc. (NASDAQ: RAVN) announced today that its Engineered Films Division (EFD) has acquired Integra Plastics, Inc., for approximately $48 million in cash and stock. Headquartered in Madison, SD, privately held Integra specializes in the manufacture and conversion of high-quality plastic film and sheeting. With 12-month sales of more than $35 million, Integra is in the process of increasing capacity through facility expansion at several locations. This acquisition will immediately expand Raven’s engineered film production capacity, broaden its product offerings, and enhance current converting capabilities.

Said Dan Rykhus, Raven’s President and Chief Executive Officer, “Raven’s Engineered Films Division posted revenue growth of 18 percent in our fiscal 2015 first half. Combining Integra’s fabrication and conversion skill sets with Raven’s ability to develop value-added innovative products will better serve our customers, resulting in an entity that leads the reinforced polyethylene film and sheeting industry. Adding Integra is one important element in a broader strategy to strengthen the profit contributed by EFD to improve the balance of the corporation and our ability to adapt to shifting market conditions. This rebalancing will ultimately bring better-sustained profit growth to Raven.”

Stated Anthony Schmidt, Raven EFD’s Vice President and General Manager, “We are truly excited to welcome Integra Plastics into the Raven family and look forward to forging a unified approach in the marketplace based on more than 80 years of combined expertise. This acquisition will bolster our position as the premier provider of high-performance engineered film solutions, and help us accomplish that goal by complementing and further expanding our major markets of agriculture, energy, geomembrane, industrial, and construction.”

Founded in 1991, Integra Plastics brings over 100 team members who will help provide key resources to further strengthen EFD and expand our footprint with additional extrusion and lamination in Brandon, SD and fabrication locations in Madison, SD and Midland, TX. The management teams from Integra and Raven EFD will be integrated, and Anthony Schmidt will be responsible for the combined entity.

Said Mick Green, President of Integra Plastics, “We are excited to begin this new chapter in our two companies’ history. By working together, we can expand Raven’s capacity to reach market demand for innovative new products and further protect the earth’s natural resources. Joining forces with Raven will give us greater scale and more opportunities for growth.”

Terms of the transaction include cash payments of $9 million and the issuance of 1.54 million shares of Raven common stock. The transaction closed on November 3, 2014. According to Rykhus, the deal was primarily structured as a stock transaction to provide attractive tax treatment that made the merger terms favorable for both parties. The $40 million open-market stock repurchase program authorized by Raven’s Board of Directors, and announced earlier today, is designed to substantially offset the shares issued under the merger agreement.

About Engineered Films Division: Raven Industries’ Engineered Films Division has established a well-known reputation for manufacturing and supplying high performance flexible films and sheeting to major markets throughout the United States and abroad. Engineered Films’ strategic mission is to produce critical film and sheeting for the containment and preservation of natural environmental resources. Their state-of-the-art manufacturing facility and proven product expertise allows them to offer the most innovative and targeted product solutions in the industry. Find out more about Raven Engineered Films at www.ravenefd.com, or visit them on Twitter or Facebook. ISO 9001:2008 Certified Management System.

About Raven Industries, Inc: Since 1956, Raven Industries has designed and manufactured high quality, high-value technical products. Raven is publicly traded on NASDAQ (RAVN) and has earned an international reputation for innovation, product quality, high performance, and unmatched service. Raven’s purpose is to solve great challenges in areas of safety, feeding the world, energy independence, and resource preservation. To realize this purpose, we

utilize our strengths in engineering, manufacturing, and technological innovation to serve the precision agriculture, high performance specialty films, aerospace, and situational awareness markets. Visit www.RavenInd.com for more information.

About Integra Plastics, Inc.: Incorporated in 1991, Integra Plastics specializes in the fabrication and conversion of polyethylene and polypropylene materials. They provide technical assistance and mechanical expertise along with its core business. Integra manufactures specialty blown and laminated film and sheeting for agricultural, environmental, construction and industrial applications.

Forward-Looking Statements: This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words “anticipates,” “believes,” “expects,” “intends,” “may,” “plans,” and similar expressions are intended to identify forward-looking statements. The company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act. Although management believes that the expectations reflected in forward-looking statements are based on reasonable assumptions, there is no assurance these assumptions are correct or that these expectations will be achieved. Assumptions involve important risks and uncertainties that could significantly affect results in the future. These risks and uncertainties include, but are not limited to, those relating to the integration of businesses, changes in competition, raw material availability, technology or relationships with the company’s largest customers—any of which could adversely affect any of the company’s product lines—as well as other risks described in Raven’s 10-K under Item 1A. This list is not exhaustive, and the company does not have an obligation to revise any forward-looking statements to reflect events or circumstances after the date these statements are made.

Contact Information:

Cheryl Butler, Marketing Manager

Engineered Films Division

Raven Industries, Inc.

Ph.: 605-335-0174

Email: cheryl.butler@ravenind.com

Thomas Iacarella, Vice President & CFO

Raven Industries, Inc.

Ph.: 605-336-2750

Email: Thomas.Iacarella@ravenind.com