Franklin Prudential Form 8-K
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) April
30, 2007
Franklin
Electric Co., Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Indiana
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0-362
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35-0827455
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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400
East Spring Street
Bluffton,
Indiana
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46714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(260)
824-2900
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(Registrant’s
Telephone Number, Including Area
Code)
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Item
1.01. Entry
into a Material Definitive Agreement.
The
information set forth under Item 2.03 of this report on Form 8-K is hereby
incorporated in Item 1.01 by reference.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
April
30, 2007, Franklin Electric Co., Inc. (the “Company”) issued and sold $110
million aggregate principal amount of 5.79% Series B-1 Notes due 2019. The
Series B-1 Notes bear interest at 5.79% per annum. Interest is payable quarterly
in arrears commencing on July 30, 2007. Principal installments of $22
million are payable commencing on April 30, 2015 and continuing to and including
April 30, 2018, with any unpaid balance due at maturity.
The
Series B-1 Notes were issued and sold under the Second Amended and Restated
Note
Purchase and Private Shelf Agreement dated as of September 9, 2004 (the
“Agreement”) by and among the Company, Prudential Investment Management, Inc.
(“Prudential”), and the purchasers named therein, as amended by the Amendment
and PruShelf Renewal and Extension dated as of April 9, 2007 (the “Amendment”).
The Amendment, among other things, (i) increased the facility amount to $175
million from $110 million, (ii) extended the issuance period to April 9, 2010,
subject to earlier termination upon prior written notice by either the Company
or Prudential, (iii) provided for a revised leverage fee payable to the holders
of notes for a fiscal quarter during which the Company’s ratio of consolidated
total debt as of the end of such fiscal quarter to EBITDA for the period of
four
fiscal quarters then ended is equal to or greater than 2 to 1, and (iv) provided
for the Company’s bring-down of its representations and warranties under the
Agreement, and confirmed that, except as amended by the Amendment, the Agreement
remains in full force and effect.
A
copy of
the Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated
herein by reference.
Item
5.03. Amendments
to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
(a) At
the
Company’s annual meeting of shareholders held on April 27, 2007, the
shareholders approved an amendment to Article VI of the Company’s Restated
Articles of Incorporation to increase the number of shares of authorized common
stock by 20,000,000 shares from 45,000,000 to 65,000,000 shares. The amendment
to the Company’s Restated Articles of Incorporation became effective upon filing
with the Secretary of State of Indiana on May 3, 2007.
A
copy of
the full text of the Company’s Restated Articles of Incorporation (including the
amendment to Article VI) is filed as Exhibit 3.1 to this Form 8-K and is
incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
3.1 Restated
Articles of Incorporation
10.1 Amendment
and PruShelf Renewal and Extension
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 thereunto
duly authorized.
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FRANKLIN
ELETRIC CO., INC.
(Registrant)
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Date:
May 3, 2007
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By:
/s/
THOMAS J.
STRUPP
Vice
President, Chief Financial Officer
and
Secretary (Principal Financial and
Accounting
Officer)
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CH2\
1835144.2