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): May 22, 2018

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-12983	06-1398235
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Tesseneer Drive

Highland Heights, Kentucky 41076-9753

(Address of principal executive offices, including zip code)

(859) 572-8000

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On May 22, 2018, General Cable Corporation (the “Company”) issued a press release addressing a recent press report about an alleged new Foreign Corrupt Practices Act investigation by the United States Department of Justice involving the Company. A copy of the press release is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 22, 2018.

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.

	GENERAL CABLE CORPORATION
May 23, 2018	By:	/s/ Emerson C. Moser
		Emerson C. Moser
		Senior Vice President, General Counsel and
		Corporate Secretary

EX-99.1

Exhibit 99.1

CONTACT:    Investor Relations      (859) 572-8684 FOR IMMEDIATE RELEASE May 22, 2018

GENERAL CABLE RESPONDS TO SPECULATION REGARDING ALLEGED INVESTIGATION

HIGHLAND HEIGHTS, KENTUCKY, May 22, 2018 – General Cable Corporation (NYSE: BGC) (“General Cable” or “the Company”) today issued the following statement in response to a recent press report about an alleged new investigation by the United States Department of Justice (DOJ):

We are aware of a recent press report regarding an alleged new DOJ investigation under the United States Foreign Corrupt Practices Act (FCPA) involving General Cable. To the best of our knowledge, we have been and remain in compliance with the terms of our December 2016 Non-Prosecution Agreement (NPA) entered into with the DOJ. We periodically communicate with the DOJ as required by the NPA, and we are not aware of any new DOJ enforcement action or investigation against the Company at this time.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication, including, without limitation, statements regarding the Company’s compliance with the NPA and any enforcement action or investigation against the Company, and management’s beliefs, expectations or opinions, are forward-looking statements, and as such, the Company desires to take advantage of the “safe harbor” which is afforded such statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. Forward-looking statements can generally be identified as statements containing the words “believe,” “expect,” “may,” “could,” “anticipate,” “intend,” “should,” “estimate,” “project,” “will,” “plan,” “assume,” “seek to” or other similar expressions, or the negative of these expressions, although not all forward-looking statements contain these identifying words. In addition, actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over many of which the Company has no control.

These factors, risks and uncertainties include, but are not limited to, uncertainties as to the Company’s compliance with foreign and U.S. laws and regulations, including the FCPA, and other factors discussed from time to time in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including the factors discussed in Item 1A of the Company’s 2017 Annual Report on Form 10-K as filed with the SEC on February 28, 2018 and subsequent SEC filings, which are available at http://www.sec.gov.

Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.

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Release No. 1065