Current Report Filing (8-k)
28 Dicembre 2016 - 4:41PM
Edgar (US Regulatory)
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): December 27, 2016
The Manitowoc Company, Inc.
(Exact name of registrant as specified in its charter)
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Wisconsin
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1-11978
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39-0448110
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(State or other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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2400 South 44th Street, Manitowoc, Wisconsin 54221-0066
(Address of principal executive offices, including ZIP code)
(920)
684-4410
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 C.F.R.
§240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 C.F.R.
§240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 C.F.R.
§240.13e-4(c))
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Item 1.01.
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Entry Into a Material Definitive Agreement.
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On December 27, 2016, The Manitowoc
Company, Inc. (the Company) and Computershare Trust Company, N.A. (the Rights Agent) entered into an amendment (the Amendment) to the Companys Rights Agreement, dated as of March 21, 2007 (the
Rights Agreement), between the Company and the Rights Agent.
The Amendment accelerates the scheduled expiration date of the
Rights issued pursuant to the Rights Agreement to December 31, 2016. Accordingly, as of 5:00 p.m., New York time, on December 31, 2016, the Rights issued pursuant to the Rights Agreement will expire and will no longer be outstanding and
the Rights Agreement will terminate as of that time.
In addition, the Amendment contains certain changes to the rights and obligations of
the Rights Agent for the purpose of updating the Rights Agreement to conform with current standards and practices.
The foregoing summary
of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
Item 3.03.
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Material Modification of Rights to Security Holders
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The information contained in Item
1.01 is incorporated by reference into this Item 3.03.
In connection with its approval of the Amendment, the Board of Directors
of the Company adopted a policy concerning the adoption of any shareholder rights plan in the future. The policy is as follows:
The
Manitowoc Company, Inc.
Policy Regarding Shareholder Rights Plans
(Adopted as of November 16, 2016)
The Board of Directors (Board) of The Manitowoc Company, Inc. (Manitowoc) has determined it to be in the best
interests of Manitowoc and its shareholders to adopt this Policy Regarding Shareholder Rights Plans (Policy).
Under this
Policy, no shareholder rights plan shall be adopted unless such action is approved by a majority of directors who satisfy New York Stock Exchange independence requirements and such directors find that such action is consistent with the exercise of
their fiduciary responsibilities to Manitowoc and its shareholders. If a shareholder rights plan is adopted by the Board that did not receive shareholder approval prior to its implementation, then such shareholder rights plan shall expire on the
one-year
anniversary of its implementation unless it is ratified by shareholders prior to that date.
This Policy is adopted by the Board as of November 16, 2016 and shall be subject to reconsideration and amendment by the Board from time
to time consistent with the Boards duties and the interests of Manitowoc. The Corporate Governance Committee of the Board shall review this Policy on at least an annual basis and report to the Board on any recommendations it may have
concerning this Policy.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
. The following exhibit is being filed herewith:
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(4.1)
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Amendment, dated December 27, 2016, to the Rights Agreement, dated as of March 21, 2007, by and between The Manitowoc Company, Inc. and Computershare Trust Company, N.A.
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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.
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THE MANITOWOC COMPANY, INC.
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Date: December 27, 2016
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By:
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/s/ Louis F. Raymond
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Louis F. Raymond
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Vice President, General Counsel and Secretary
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THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO
FORM
8-K
CURRENT REPORT
Dated as of December 27, 2016
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Exhibit
Number
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Description
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(4.1)
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Amendment, dated December 27, 2016, to the Rights Agreement, dated as of March 21, 2007, by and between The Manitowoc Company, Inc. and Computershare Trust Company, N.A.
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