Filed Pursuant to Rule 424(b)(3)
Registration No. 333-118053
Prospectus Supplement No. 8 dated June 19, 2009
(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. 8 supplements the Prospectus, dated July 7, 2008, as supplemented, 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. 8 is comprised of our current report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2009.
This Prospectus Supplement No. 8 should be read in conjunction with, and may not be delivered or utilized without, the Prospectus, as supplemented. This Prospectus Supplement No. 8 updates information in the Prospectus, as supplemented, and, accordingly, to the extent inconsistent, the information in this Prospectus Supplement No. 8 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. 8 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. 8 is June 19, 2009.
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): June 15, 2009
Commission file number 333-113658
| Sensus Metering Systems (Bermuda 2) Ltd. | Sensus Metering Systems Inc. | |||||
| (Exact name of registrant as specified in its charter) | (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) 845-4000
(Registrants’ 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 (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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 15, 2009, Sensus Metering Systems Inc. (the “Company”) made the following incentive payments to named executive officers under the Company’s management incentive plan based on the Company’s financial performance in fiscal 2009: (i) Peter Mainz, our Chief Executive Officer & President, received an incentive payment of $123,356; (ii) Jeffrey Kyle, our Chief Financial Officer, received an incentive payment of $27,500; (iii) Michael Buchanan, our former interim Chief Financial Officer and current Vice President, Tax and Treasury, received an incentive payment of $29,121; (iv) Colin Flannery, our Vice President and General Counsel, received an incentive payment of $55,158; and (v) William Yeates, our Executive Vice President, Conservation Solutions, received an incentive payment of $105,888. No other named executive officer of the Company received an incentive payment for fiscal 2009. These incentive payments were approved by the Compensation Committee of the Board of Directors of the Company. A copy of the Company’s management incentive plan was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 16, 2008 (filed on May 22, 2008) and is incorporated herein by reference.
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: June 19, 2009 | By: | /s/ Peter Mainz | ||
| Name: | Peter Mainz | |||
| Title: | Chief Executive Officer & President | |||
| SENSUS METERING SYSTEMS INC. | ||||
| Dated: June 19, 2009 | By: | /s/ Peter Mainz | ||
| Name: | Peter Mainz | |||
| Title: | Chief Executive Officer & President | |||
