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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 14, 2020
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
| Delaware | | | 001-14989 | | 25-1723342 |
(State or other jurisdiction of
incorporation) | | | (Commission File Number) | | (IRS Employer
Identification No.) |
| | | | | |
225 West Station Square Drive
Suite 700 | | | | | 15219 |
| Pittsburgh, | Pennsylvania | | | | (Zip Code) |
| (Address of principal executive offices) | | | | | |
(412) 454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| | | | | | | | | | | | | | |
| Title of Class | | Trading Symbol(s) | | Name of Exchange on which registered |
| Common Stock, par value $.01 per share | | WCC | | New York Stock Exchange |
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))
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| 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). | | | | |
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| 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 7.01. Regulation FD Disclosure.
On May 14, 2020 WESCO International, Inc. (the “Company”) and Anixter International Inc. (“Anixter International”) issued a joint press release (the “Press Release”) announcing (i) the early results of WESCO Distribution, Inc.’s tender offers and related consent solicitations for any and all of Anixter Inc.’s (“Anixter”), a wholly owned subsidiary of Anixter International, outstanding 5.50% Senior Notes due 2023 (the “2023 Notes”) and any and all of Anixter’s outstanding 6.00% Senior Notes due 2025 (the “2025 Notes” and together with the 2023 Notes, the “Notes,” and each series of the Notes, a “Series”) and (ii) the expiration of Anixter’s consent solicitation to amend each Series of Notes, as described in the Offer to Purchase and Consent Solicitation Statement, dated April 30, 2020.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference herein.
This information that is furnished shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information and exhibit in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
This information that is furnished in Exhibit No. 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| | | | | | | | |
| | WESCO International, Inc. |
| | (Registrant) |
| | | | | | | | |
| May 14, 2020 | By: | /s/ David S. Schulz |
| (Date) | | David S. Schulz |
| | Senior Vice President and Chief Financial Officer |