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 19, 2018 (September 14, 2018)
KLX Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
| 001-36610 |
| 47-1639172 |
(State or other |
| (Commission File Number) |
| (I.R.S. Employer |
1300 Corporate Center Way, Wellington, Florida |
| 33414-2105 |
Registrant’s telephone number, including area code: (561) 383-5100
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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).
Emerging growth company o
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. o
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 14, 2018, KLX Inc. (“KLX”) completed the previously announced spin-off of KLX Energy Services Holdings, Inc. (“KLX Energy Services”) by means of the transfer of its energy services business to KLX Energy Services and the subsequent distribution to KLX stockholders as of September 3, 2018 of all of the outstanding shares of common stock of KLX Energy Services (the “Spin-Off”). In connection with the Spin-Off, each KLX stockholder as of September 3, 2018 received 0.4 shares of common stock of KLX Energy Services for each share of KLX common stock held by such stockholder. KLX Energy Services commenced trading on Nasdaq on September 17, 2018 under the ticker symbol “KLXE.”
As previously reported, on July 13, 2018 KLX entered into several agreements with KLX Energy Services that govern the relationship of the parties following the Spin-Off, including a Distribution Agreement, an Employee Matters Agreement, a Transition Services Agreement and an IP Matters Agreement. A summary of the material terms of these agreements can be found in the Information Statement, dated August 24, 2018, filed as Exhibit 99.1 to this Current Report on Form 8-K, under “Certain Relationships and Related Party Transactions—Agreements with KLX Related to the Spin-Off,” which is incorporated herein by reference. The summary is qualified in its entirety by reference to the Distribution Agreement, the Employee Matters Agreement, the Transition Services Agreement and the IP Matters Agreement, which were previously filed as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Current Report on Form 8-K, filed by KLX on July 17, 2018, and are incorporated herein by reference. In addition, during the period following the consummation of the Spin-Off through the consummation of the previously announced acquisition of KLX by The Boeing Company, the directors of KLX Energy Services will also serve as directors of KLX, the Chairman, Chief Executive Officer and President of KLX Energy Services will also serve as the Chairman and Chief Executive Officer of KLX, and the Senior Vice President and Chief Financial Officer of KLX Energy Services will also serve as the President and Chief Operating Officer of KLX.
Item 8.01. Other Events
On September 17, 2018, KLX issued a press release announcing the consummation of the Spin-Off. A copy of this press release has been filed as exhibit 99.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The following Unaudited Pro Forma Consolidated Financial Statements of KLX are attached hereto as Exhibit 99.3 and incorporated herein by reference:
· Unaudited Pro Forma Condensed Consolidated Statement of Earnings and Consolidated Income for the six months ended July 31, 2018
· Unaudited Pro Forma Condensed Consolidated Statement of Earnings and Consolidated Income for the year ended January 31, 2018
· Unaudited Pro Forma Condensed Consolidated Statement of Earnings and Consolidated Income for the year ended January 31, 2017
· Unaudited Pro Forma Condensed Consolidated Statement of Earnings and Consolidated Income for the year ended January 31, 2016
· Unaudited Pro Forma Condensed Consolidated Balance Sheet as of July 31, 2018
(d) Exhibits
Exhibit No. |
| Description of Exhibits |
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2.1 |
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2.2 |
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2.3 |
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2.4 |
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99.1 |
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99.2 |
| Press Release, dated September 17, 2018, Regarding Consummation of the Spin-Off |
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99.3 |
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SIGNATURE
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.
Dated: September 19, 2018
| KLX INC. | |
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| By: | /s/ Michael F. Senft |
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| Name: Michael F. Senft |
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| Title: Vice President and Chief Financial Officer |
