UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 25, 2020
EVOQUA WATER TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38272 | | 46-4132761 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
210 Sixth Avenue Pittsburgh, Pennsylvania | | 15222 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: (724) 772-0044
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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | | AQUA | | New York Stock Exchange |
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).
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. ¨
Item 1.01. Entry Into a Material Definitive Agreement.
On November 25, 2020, Evoqua Water Technologies Corp. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Registration Rights Agreement, dated October 16, 2017 (as amended, the “Registration Rights Agreement”), by and among the Company, the AEA Investors and the Minority Investors (as such terms are defined in the Registration Rights Agreement), with the AEA Investors and the 2020 Amending Investors (as defined in the Amendment).
Pursuant to the Amendment, each of the 2020 Amending Investors agrees not to sell, transfer or otherwise dispose of any Common Stock or Common Stock Equivalent (as such terms are defined in the Registration Rights Agreement) pursuant to Rule 144 or other private placement for a period of four years following the Company’s initial public offering, subject to certain exceptions, including, for the avoidance of doubt, pursuant to a registered offering in accordance with the terms of the Registration Rights Agreement. For a description of our relationship with the AEA Investors, please see “Certain Relationships and Related Party Transactions” in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on January 6, 2020.
All other material terms of the Registration Rights Agreement remain the same.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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.
| Date: November 25, 2020 | | EVOQUA WATER TECHNOLOGIES CORP. |
| | | |
| | By: | /s/ Benedict J. Stas |
| | | Benedict J. Stas |
| | | Chief Financial Officer |
