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): August 6, 2019
EDGEWELL PERSONAL CARE COMPANY
(Exact name of registrant as specified in its charter)
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| | |
| Missouri | 1-15401 | 43-1863181 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6 Research Drive, Shelton, Connecticut 06484
(Address of principal executive offices)
203-944-5500
(Registrant's telephone number, including area code)
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| | |
| Title of each class | Stock symbol | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | EPC | 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))
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).
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 2.02 Results of Operations and Financial Condition.
On August 6, 2019, Edgewell Personal Care Company (the "Company") issued a press release announcing financial and operating results for its third quarter of fiscal 2019. This press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Current Report on Form 8-K under Item 2.02, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Items 2.02, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
As previously announced, the Company agreed pursuant to its cooperation agreement with Legion Partners Asset Management, LLC to evaluate the potential benefits and detriments of reincorporating the Company from Missouri to Delaware. The Board of Directors of the Company has conducted this evaluation and does not believe that it would be in the best interests of the Company or the Company’s shareholders to undertake a reincorporation. The information in this Item 7.01 is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| |
| Exhibit No. | Description |
| 99.1 | |
| 101 | Cover page information from Edgewell Personal Care Company's Current Report on Form 8-K filed on August 6, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language). |
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.
EDGEWELL PERSONAL CARE COMPANY
By: /s/ Daniel J. Sullivan
Daniel J. Sullivan
Chief Financial Officer
Dated: August 6, 2019
EXHIBIT INDEX
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| |
| Exhibit No. | Description |
| 99.1 | |
| 101 | Cover page information from Edgewell Personal Care Company's Current Report on Form 8-K filed on August 6, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language). |
