-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFU0Cjuzprc4MXUfyAQDb3vSGwS1o+6wqWldSYoBQJP9jsDKB6k4qSOisUKhqtd3 Dy42RM/OZ640wLO4sjvDiQ== 0001157523-07-000501.txt : 20070123 0001157523-07-000501.hdr.sgml : 20070123 20070123150157 ACCESSION NUMBER: 0001157523-07-000501 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070123 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events FILED AS OF DATE: 20070123 DATE AS OF CHANGE: 20070123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 07546205 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 8-K 1 a5316816.txt DAYTON SUPERIOR 8K 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2007 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Delaware 1-11781 31-0676346 - ------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 7777 Washington Village Drive, Dayton, Ohio 45459 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) 937-428-6360 (Registrant's telephone number including area code) Not applicable (Former name and 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 January 23, 2007, Dayton Superior Corporation issued a press release entitled, "Dayton Superior Announces Partial Over-Allotment Exercise." The press release is attached as Exhibit 99.1 hereto. Item 8.01 Other Events On January 23, 2007, the underwriters of Dayton Superior Corporation's initial public offering of common stock acquired 250,000 shares of the 1,177,500 shares available under the over-allotment option Dayton Superior Corporation granted them in connection with its initial public offering. The exercise of the over-allotment option will generate proceeds, after underwriting discounts and commissions, of approximately $2.8 million which will be used to repay outstanding borrowings. 99.1 Press Release of the Company dated January 23, 2007. 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. DAYTON SUPERIOR CORPORATION Date: January 23, 2007 By:/s/ Edward J. Puisis ------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EX-99.1 2 a5316816ex991.txt EXHIBIT 99.1 Exhibit 99.1 Dayton Superior Announces Partial Over-Allotment Exercise DAYTON, Ohio--(BUSINESS WIRE)--Jan. 23, 2007--Dayton Superior Corporation (NASDAQ:DSUP) announced today that the underwriters of its initial public offering have exercised 250,000 shares of the 1,177,500 shares available under the over-allotment option Dayton granted them in connection with the offering. The exercise of the over-allotment option will generate proceeds, after underwriting discounts and commissions, of approximately $2.8 million. Delivery of the proceeds is scheduled for Tuesday, January 23, 2007. Dayton intends to use these proceeds to repay outstanding borrowings, as is more fully described in the prospectus referred to below. The exercise of the over-allotment option brings the aggregate proceeds, after underwriting discounts and commissions, of Dayton's December 2006 initial public offering up to approximately $90.4 million. This press release does not constitute an offer to sell or a solicitation of an offer to buy the offered shares, and none of these shares may be sold in any state in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The offering may be made only by means of a prospectus, copies of which may be obtained from Robert W. Baird & Co. Incorporated, Syndicate Department, phone number 1-800-792-2473. This press release contains certain forward-statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements that are not statements of historical fact and may include a number of risks and uncertainties with respect to our financial condition, results of operations and business. Forward-looking statements include statements that may relate to our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and can be identified by the use of terminology such as "subject to", "believes", "anticipates," "plans," "expects," "intends," "estimates," "projects," "may," "should," "can," the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. CONTACT: Dayton Superior Corporation Edward J. Puisis, 937-428-7172 Executive Vice President & CFO Fax: 937-428-9115 -----END PRIVACY-ENHANCED MESSAGE-----