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): February 3, 2020
WOODWARD, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 000-08408 | | 36-1984010 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1081 Woodward Way
Fort Collins, Colorado 80524
(Address of Principal Executive Offices) (Zip Code)
(970) 482-5811
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001455 | | WWD | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
On January 31, 2020, subsidiaries of Woodward, Inc. (the “Company”) entered into definitive agreements to sell certain assets related to the Company’s renewable power systems and protective relays businesses to affiliates of AURELIUS Group for $23.4 million, subject to customary purchase price adjustments, consisting of cash and a $6 million promissory note.
The assets are primarily located in Germany, Poland and Bulgaria and accounted for approximately $80 million of sales in fiscal 2019. In anticipation of this transaction, based on current estimates, the Company recorded an after-tax impairment of $27 million in the first quarter of its fiscal year 2020. The transaction is subject to customary closing conditions and is expected to close early in the third quarter of fiscal year 2020.
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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| | Woodward, Inc. |
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Dated: February 3, 2020 | | By: | | /s/ A. Christopher Fawzy |
| | Name: | | A. Christopher Fawzy |
| | Title: | | Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
