Franklin Electric Form 8-K on Second Amendment to Rights Agreement
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
11, 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 3.03 of this report on Form 8-K is hereby
incorporated in Item 1.01 by reference.
Item
3.03. Material
Modification to Rights of Security Holders.
On
July
11, 2007, Franklin Electric Co., Inc., an Indiana corporation (the “Company”),
pursuant to approval by the Company’s Board of Directors, entered into the
Second Amendment to Rights Agreement (the “Second Amendment”), by and between
the Company and LaSalle Bank National Association. The Second Amendment further
amends that certain Rights Agreement, dated as of October 15, 1999, by and
between the Company and Illinois Stock Transfer Company, as previously amended
by that certain First Amendment to Rights Agreement, dated as of December 1,
2006, by and between the Company and LaSalle Bank National Association (the
“Rights Agreement”).
The
Second Amendment permits Select Equity Group, Inc., a New York corporation,
Select Offshore Advisors, LLC, a New York limited liability company
(collectively, the “Select Entities”), and their respective Affiliates and
Associates (each, as defined in the Rights Agreement) to own beneficially up
to
17.5% of the outstanding shares of common stock of the Company, without becoming
an “Acquiring Person” and triggering the “Rights” under the Rights Agreement,
subject to certain conditions, including that if the Select Entities and their
Affiliates and Associates are required to report their beneficial ownership
on a
Schedule 13D and such Schedule 13D states an intention to or reserves the right
to control or influence the management or policies of the Company or engage
in
any of the actions specified in Item 4 of such Schedule 13D, then the Select
Entities and their Affiliates and Associates must reduce their beneficial
ownership to 10% of the outstanding shares of common stock of the Company.
A
copy of the Second Amendment is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
In
connection with the Second Amendment, the Company and the Select Entities
entered into a Shareholders Agreement dated as of July 11, 2007 (the
“Shareholders Agreement”). The Shareholders Agreement (i) provides for the
Second Amendment to the Rights Agreement, as described above, (ii) outlines
the
procedures governing the sales of stock if the Select Entities and their
Affiliates and Associates are required to reduce their beneficial ownership
in
the Company to 10%, (iii) obligates the Select Entities to advise the Company
promptly if they are required to file the type of Schedule 13D described above,
and (iv) provides the Company with the right to require the Select Entities
and
their Affiliates and Associates to vote their shares of the Company’s common
stock proportionately with all other shares of the Company actually voted on
any
matter presented at a shareholder meeting if the Select Entities and their
Affiliates and Associates own beneficially more than 15% of the Company’s common
stock and are required to file the type of Schedule 13D described above. A
copy
of the Shareholders Agreement is attached hereto as Exhibit 4.2 and is
incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
4.1 Second
Amendment to Rights Agreement, dated as of July 11, 2007, by and
between Franklin Electric Co., Inc. and LaSalle Bank National Association.
4.2 Shareholders
Agreement, dated as of July 11, 2007, by and between Franklin
Electric Co., Inc. and Select Equity Group, Inc. and Select Offshore
Advisors, LLC.
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, thereto
duly authorized.
Dated: July
13,
2007.
FRANKLIN
ELECTRIC CO., INC.
By:
/s/
Thomas J. Strupp_________
Name: Thomas
J.
Strupp
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Title:
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Vice
President, Chief Financial Officer
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and
Secretary (Principal Financial and
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EXHIBIT
INDEX
Exhibit
No. Description
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4.1
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Second
Amendment to Rights Agreement, dated as of July 11, 2007, by and
between
Franklin Electric Co., Inc. and LaSalle Bank National
Association.
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4.2
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Shareholders
Agreement, dated as of July 11, 2007, by and between Franklin Electric
Co., Inc. and Select Equity Group, Inc. and Select Offshore Advisors,
LLC.
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