0001157523-16-006758.txt : 20160921 0001157523-16-006758.hdr.sgml : 20160921 20160921122359 ACCESSION NUMBER: 0001157523-16-006758 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160915 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160921 DATE AS OF CHANGE: 20160921 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: 161895290 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 a51425005.htm 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)     September 15, 2016

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 3.03. Material Modification to Rights of Security Holders.
 
As previously reported on the Form 8-K of Badger Meter, Inc. (the “Company”) filed with the Securities and Exchange Commission on August 12, 2016, the Company’s Board of Directors approved a 2-for-1 stock split in the form of a 100% stock dividend (the “Stock Split”) on the Company’s common stock, par value $1 per share (the “Common Stock”), to shareholders of record August 31, 2016, payable September 15, 2016 (the “Split Date”).
 
The Company is a party to that certain Rights Agreement, dated as of May 26, 1998, as amended (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company (the “Rights Agent”).  Pursuant to the Rights Agreement, a common share purchase right (each a “Right”) is associated with each outstanding share of Common Stock, and each share of Common Stock issued in connection with the Stock Split is accompanied by a Right.  Prior to the Split Date, upon the occurrence of certain events, each Right entitled the registered holder to purchase from the Company one share of Common Stock at a Purchase Price (as defined in Section 4 of the Rights Agreement) of $200.00 per share of Common Stock.  In connection with the Stock Split, effective as of the Split Date, (1) pursuant to Section 11 of the Rights Agreement, the Purchase Price is reduced from $200.00 to $100.00; and (2) pursuant to Section 23 of the Rights Agreement, the Redemption Price (as defined in Section 23(b) of the Rights Agreement) for each Right that may be redeemed pursuant to Section 23 of the Rights Agreement is reduced from $0.01 to $0.005.
 
A copy of the Certificate of Adjustment that was sent to the Rights Agent is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated by reference in this Current Report on Form 8-K.
 
The Rights Agreement was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2008.  Reference is made to the Rights Agreement for a more complete description of the terms of the Rights.
 
Item 8.01. Other Events.
 
In connection with the Stock Split, and pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of Common Stock registered under the following Registration Statements is proportionately adjusted to give effect to the Stock Split:
 
·
Registration Statements on Form S-8 (File Nos. 033-27650, 033-65618, 033-62239, 033-62241, 333-28617, 333-73228, 333-107850, 333-150567 and 333-173966) registering shares issuable pursuant to the Badger Meter, Inc. 1989 Stock Option Plan; Badger Meter, Inc. 1993 Stock Option Plan; Badger Meter, Inc. 1995 Stock Option Plan; Badger Meter, Inc. Employee Savings and Stock Ownership Plan; Badger Meter, Inc. 1997 Stock Option Plan; Badger Meter, Inc. 1999 Stock Option Plan; Badger Meter, Inc. 2003 Stock Option Plan; Badger Meter, Inc. 2008 Restricted Stock Plan and Badger Meter, Inc. 2011 Omnibus Incentive Plan
·
Registration Statement on Form S-3 (File No. 333-202493) registering shares issuable pursuant to the Badger Meter, Inc. Dividend Reinvestment and Stock Purchase Plan.
-2-
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 following exhibit is being furnished herewith:
 
4.1
          Certificate of Adjustment Relating to the Rights Agreement, dated as of February 15, 2008, between Badger Meter, Inc. and American Stock Transfer
            & Trust Company. 
-3-
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: September 21, 2016
By:
/s/ Richard E. Johnson
 
 
 
Richard E. Johnson
 
 
 
Senior Vice President – Finance and Treasurer
 
 
 
Chief Financial Officer
 
-4-
Exhibit Index to Current Report on Form 8-K
Dated September 15, 2016
 
Exhibit
Number
 
 
Description
 
 
(4.1)
Certificate of Adjustment Relating to the Rights Agreement, dated as of February 15, 2008, between Badger Meter, Inc. and American Stock Transfer & Trust Company.
 
 EX-4.1 2 a51425005ex4_1.htm EXHIBIT 4.1
Exhibit 4.1
 
BADGER METER, INC.
 
CERTIFICATE OF ADJUSTMENT
 
I, Richard E. Johnson, Senior Vice President-Finance, and Chief Financial Officer of Badger Meter, Inc., a Wisconsin corporation (the “Company”), in accordance with Section 12 of the Rights Agreement, dated as of February 15, 2008 (the “Rights Agreement”), between the Company and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”), DO HEREBY CERTIFY:
 
1.  That on August 12, 2016 the Board of Directors of the Company approved a stock split to be effected in the form of a 100% stock dividend on all of the issued and outstanding shares of common stock of the Company (the “Common Stock”), payable on September 15, 2016 to holders of record as of the close of business on August 31, 2016 (the “Record Date”).
 
2.  That Section 11(a) of the Rights Agreement provides that the Purchase Price (as defined in the Rights Agreement) shall be proportionally adjusted as set forth in such Section in the event the Company subdivides the outstanding shares of Common Stock.
 
3.  That, pursuant to said Section 11(a) of the Rights Agreement, the Purchase Price for each share of Common Stock pursuant to the exercise of Rights (as defined in the Rights Agreement) shall be $100.00 effective as of the Record Date, subject to further adjustment as set forth in the Rights Agreement.
 
4.  That Section 11(i) of the Rights Agreement provides that the number of Rights associated with each share of Common Stock may be adjusted in lieu of any adjustment in the number of Common Stock purchasable upon the exercise of a Right in the event the Company declares a dividend on the Common Stock payable in Common Stock prior to the Distribution Date or Shares Acquisition Date (both, as defined in the Rights Agreement).
 
5.  That neither the Distribution Date nor the Shares Acquisition Date has occurred.
 
6.  That, pursuant to Section 11(i) of the Rights Agreement, the number of Rights associated with each share of Common Stock outstanding on the Record Date, or issued or delivered thereafter prior to the Distribution Date, shall remain the same so that on and after the Payment Date, one Right is associated with each share of Common Stock issued and outstanding.
 
7.  That this Certificate is being delivered to the Rights Agent and being filed with each transfer agent for the Common Stock in accordance with Section 12 of the Rights Agreement.
 
IN WITNESS WHEREOF, I have executed this Certificate on behalf of the Company and do affirm the foregoing as true as of the 25th day of August, 2016.
 
 
              /s/ Richard E. Johnson
 
Richard E. Johnson
 
Senior Vice President-Finance, Chief Financial Officer
 
2