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
11, 2011
Badger
Meter, Inc.
(Exact
name of Registrant as Specified in Charter)
|
Wisconsin |
1-6706 |
39-0143280 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number)
|
(IRS Employer 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 November 11, 2011, Badger Meter, Inc. issued a press release announcing that its Board of Directors had declared a regular quarterly dividend on its common stock and authorized the repurchase of up to $30 million of its common stock over a two-year period. Under the program, management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits.
The exhibit listed in the accompanying Exhibit Index is filed as part of this Current Report on Form 8-K.
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: | November 11, 2011 | By: |
/s/ Richard E. Johnson |
|
Richard E. Johnson |
|||
|
Senior Vice President – Finance and Treasurer |
|||
|
Chief Financial Officer |
|||
Exhibit Index to Current Report on Form 8-K
Dated November 11, 2011
|
Exhibit Number |
Description |
|
| (99.1) |
Badger Meter, Inc. Press Release, dated November 11, 2011. |
Exhibit 99.1
Badger Meter Announces Stock Buyback and Regular Quarterly Dividend
MILWAUKEE--(BUSINESS WIRE)--November 11, 2011--Badger Meter, Inc. (NYSE:BMI) today announced that its Board of Directors authorized the repurchase of up to $30 million of the company’s common stock over a two-year period, subject to market conditions, applicable legal requirements and other factors. Shares may be purchased through open market purchases or privately negotiated transactions, at prevailing prices.
The company also announced that the Board of Directors today declared a regular quarterly cash dividend of 16 cents per share to shareholders of record November 30, 2011, payable December 15, 2011. This is the same amount voted in the previous quarter.
About Badger Meter
Badger Meter’s core competency is flow measurement solutions. The company is a leading manufacturer and marketer of products incorporating liquid flow measurement and control technologies developed both internally and with other technology companies. Badger Meter products are used in a wide variety of applications, including water, oil and chemicals.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements regarding Badger Meter’s plan to repurchase a portion of its common stock may be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements. Any forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks or uncertainties related to Badger Meter’s overall financial and cash generation performance, potential other uses for Badger Meter’s cash, potential limitations on repurchases, conditions in the market for Badger Meter’s stock and other corporate developments. Further information regarding factors that could affect Badger Meter’s ability to successfully execute its plan to repurchase a portion of its shares of common stock can be found in the risk factors section of Badger Meter’s most recent filing on Form 10-K with the Securities and Exchange Commission. All forward-looking statements made in this press release are made as of the date hereof, and we assume no obligation to update the forward-looking statements included in this document.
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