-----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, SAyXYyYYLo0E0nOzS65v90nQG4pBB2u4PHhtujqHBAcgkL+icbaQJ7aicpYptz15 ImNpH1W+JbsRWFEp7FcqEA== 0001157523-07-006832.txt : 20070713 0001157523-07-006832.hdr.sgml : 20070713 20070713155243 ACCESSION NUMBER: 0001157523-07-006832 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070712 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070713 DATE AS OF CHANGE: 20070713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BADGER METER INC CENTRAL INDEX KEY: 0000009092 STANDARD INDUSTRIAL CLASSIFICATION: TOTALIZING FLUID METERS & COUNTING DEVICES [3824] IRS NUMBER: 390143280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06706 FILM NUMBER: 07978740 BUSINESS ADDRESS: STREET 1: 4545 WEST BROWN DEER ROAD CITY: MILWAUKEE STATE: WI ZIP: 53223 BUSINESS PHONE: 4143715702 MAIL ADDRESS: STREET 1: 4545 W BROWN DEER RD CITY: MILWAUKEE STATE: WI ZIP: 53223 FORMER COMPANY: FORMER CONFORMED NAME: BADGER METER MANUFACTURING CO DATE OF NAME CHANGE: 19710729 8-K 1 a5447307.txt BADGER METER, INC. 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) July 12, 2007 Badger Meter, Inc. (Exact name of Registrant as Specified in Charter) Wisconsin 1-6706 39-0143280 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4545 W. Brown Deer Rd., Milwaukee, Wisconsin 53223 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (414) 355-0400 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 8.01 Other Events. - --------- ------------ On July 12, 2007, the Company issued a press release announcing that it had signed a three-year contract with the city of Chicago to provide its ORION(R) proprietary mobile radio frequency automatic meter reading system for 162,000 water meters. The contract is valued at approximately $39.5 million. A copy of the press release issued by the Company announcing the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. - --------- --------------------------------- (a) Financial Statements of Business Acquired. ----------------------------------------- Not applicable. (b) Pro Forma Financial Information. ------------------------------- Not applicable. (c) Shell Company Transactions. -------------------------- Not applicable. (d) Exhibits. -------- The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K. 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. BADGER METER, INC. Date: July 12, 2007 By: /s/ Richard E. Johnson --------------------------------------- Richard E. Johnson Senior Vice President - Finance and Treasurer Chief Financial Officer 3 Exhibit Index to Current Report on Form 8-K Dated July 12, 2007 Exhibit Number Description - ------ ----------- (99.1) Badger Meter, Inc. Press Release, dated July 12, 2007. 4 EX-99.1 2 a5447307ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Badger Meter Awarded Contract for City of Chicago $39.8 million contract is largest yet for company's ORION AMR system MILWAUKEE--(BUSINESS WIRE)--July 12, 2007--Badger Meter, Inc. (AMEX: BMI) today announced it has received a contract to provide its ORION(R) proprietary mobile radio frequency automatic meter reading (AMR) system for 162,000 water meters in the city of Chicago. The three-year contract is valued at approximately $39.8 million. Badger Meter will serve as the prime contractor for the project to retrofit the ORION system on approximately 80,000 existing residential and commercial water meters and install new meters with the ORION system at as many as 82,000 locations where existing meters will be replaced because of the age of the meters. The city water department staff will collect the meter readings via radio frequency by driving down the street in a computer-equipped vehicle. "Chicago is the largest city that has committed to ORION to date, a strong indicator of the acceptance this popular, innovative and award-winning product is receiving in the utility marketplace. The contract builds on the relationship we have had with the Chicago Department of Water Management for many years, and provides the potential for Badger to become involved in the city's plans to ultimately meter all of its locations," said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter. Meeusen said the city of Chicago will continue to use Badger Meter's line of plastic water meters, which are as durable and reliable as brass meters but are more economical given the recent volatility in copper prices. "ORION is a proven system, with almost 1.5 million units currently installed. Shipments under the new contract are expected to begin later in 2007," said Meeusen. Badger Meter management will discuss the contract and answer questions as part of its second quarter earnings release conference call on Thursday, July 19, 2007, at 10:00 a.m. Central/11:00 a.m. Eastern time. The call can be accessed on the Internet through the company's web site: www.badgermeter.com or by dialing 1-866-831-6224 and entering the passcode 63116597. ORION is a flexible AMR system that uses proprietary packaging and combines sophisticated receiver, antenna and radio-frequency transmission technology to collect information from the meter and transmit it to the utility by simply driving down the street. ORION is also compatible with networks that transmit meter readings using power lines, existing networks or the latest WiFi technology. About Badger Meter Badger Meter is a leading marketer and manufacturer of flow measurement and control technology, developed both internally and with other companies, as well as the leader in providing digital connectivity to leading AMR technologies. Its products are used to measure and control the flow of liquids in a variety of applications. Certain statements contained in this news release, as well as other information provided from time to time by the Company or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. The words "anticipate," "believe," "estimate," "expect," "think," "should" and "objective" or similar expressions are intended to identify forward looking statements. All such forward looking statements are based on the Company's then current views and assumptions and involve risks and uncertainties that include, among other things: -- the continued shift in the Company's business from lower cost, local read meters toward more expensive, value-added automatic meter reading (AMR) systems; -- the success or failure of newer Company products, including the Orion(R) radio frequency AMR system, the absolute digital encoder (ADE(TM)) and the Galaxy(R) fixed network AMR system; -- changes in competitive pricing and bids in both the domestic and foreign marketplaces, and particularly in continued intense price competition on government bid contracts for lower cost, local read meters; -- the actions (or lack thereof) of the Company's competitors; -- changes in the Company's relationships with its alliance partners, primarily its alliance partners that provide AMR connectivity solutions, and particularly those that sell products that do or may compete with the Company's products; -- changes in the general health of the United States and foreign economies, including, to some extent, housing starts in the United States and overall industrial activity; -- increases in the cost and/or availability of needed raw materials and parts, including recent increases in the cost of brass housings as a result of increases in the commodity prices for copper and zinc at the supplier level and resin as a result of increases in petroleum and natural gas prices; -- the ability of the Company to maximize the value of the remaining assets in its discontinued French operations; -- changes in foreign economic conditions, particularly currency fluctuations between the United States dollar and the euro; -- the loss of certain single-source suppliers; and -- changes in laws and regulations, particularly laws dealing with the use of lead (which can be used in the manufacture of certain meters incorporating brass housings) and Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for AMR products. All of these factors are beyond the Company's control to varying degrees. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward looking statements and are cautioned not to place undue reliance on such forward looking statements. The forward looking statements made in this document are made only as of the date of this document and the Company assumes no obligation, and disclaims any obligation, to update any such forward looking statements to reflect subsequent events or circumstances. Badger Meter company news is available 24 hours a day, on-line at: http://www.badgermeter.com. CONTACT: Badger Meter, Inc. Joan C. Zimmer, (414) 371-5702 -----END PRIVACY-ENHANCED MESSAGE-----