Filed Pursuant to Rule 424(b)(3)
Registration No. 333-118053
Prospectus Supplement No. 2 dated September 24, 2008
(to Prospectus dated July 7, 2008)
Sensus Metering Systems Inc.
$275,000,000
8 5/8% Senior Subordinated Notes due 2013
This Prospectus Supplement No. 2 supplements the Prospectus, dated July 7, 2008, relating to our 8 5/8% Senior Subordinated Notes due 2013 (the “notes”). Goldman, Sachs & Co. is continuing to make a market in the notes pursuant to the Prospectus, as supplemented.
This Prospectus Supplement No. 2 is comprised of our current report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2008.
This Prospectus Supplement No. 2 should be read in conjunction with, and may not be delivered or utilized without, the Prospectus, as supplemented. This Prospectus Supplement No. 2 updates information in the Prospectus, as supplemented, and, accordingly, to the extent inconsistent, the information in this Prospectus Supplement No. 2 supersedes the information contained in the Prospectus, as supplemented.
Before you invest in the notes, you should read the Prospectus, as supplemented, and other documents we have filed with the Securities and Exchange Commission for more complete information about us and an investment in the notes. You may obtain these documents for free by visiting the Securities Exchange Commission’s website at www.sec.gov.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus, as supplemented, or this Prospectus Supplement No. 2 is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in the notes involves risks. See “Risk Factors” beginning on page 8 of the Prospectus.
The date of this Prospectus Supplement No. 2 is September 24, 2008.
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): September 18, 2008
Commission file number 333-113658
Sensus Metering Systems (Bermuda 2) Ltd. (Exact name of registrant as specified in its charter) | Sensus Metering Systems Inc. (Exact name of registrant as specified in its charter) | |||||
| Bermuda | 98-0413362 | Delaware | 51-0338883 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8537 Six Forks Road, Suite 400, Raleigh, North Carolina 27615
(Address of principal executive offices) (Zip Code)
(919) 845-4048
(Registrants’ telephone number, including area code)
8601 Six Forks Road, Suite 300, Raleigh, North Carolina 27615
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| ITEM 2.05 | Costs Associated with Exit or Disposal Activities. |
On September 18, 2008, Sensus Metering Systems GmbH, Ludwigshafen, a subsidiary of Sensus Metering Systems (Bermuda 2) Ltd. (the “Company”), reached an understanding with its works council on the general terms of a restructuring of the Company’s Ludwigshafen operations. The restructuring is part of a five-year plan adopted by the Company in order to improve the competitiveness of its German operations. Although the exact timing, costs and scope of the restructuring are not known at this time, the restructuring is expected to include the closure of certain production lines at the facility and a reduction of personnel of approximately 170 employees. The Company currently expects that these restructuring measures will be concluded by December 31, 2010.
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.
| SENSUS METERING SYSTEMS (BERMUDA 2) LTD. | ||||
| Dated: September 24, 2008 | By: | /s/ Peter Mainz | ||
| Name: | Peter Mainz | |||
| Title: | Chief Executive Officer & President | |||
| SENSUS METERING SYSTEMS INC. | ||||
| Dated: September 24, 2008 | By: | /s/ Peter Mainz | ||
| Name: | Peter Mainz | |||
| Title: | Chief Executive Officer & President | |||
