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
December 6, 2019
Date of Report (date of earliest event reported)
MOOG Inc.
(Exact name of registrant as specified in its charter)
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| NY | 1-05129 | 16-0757636 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 400 Jamison Rd | East Aurora, | New York | 14052-0018 |
| (Address of Principal Executive Offices) | (Zip Code) |
(716) 652-2000
Registrant's telephone number, including area code
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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A common stock | MOG.A | New York Stock Exchange |
| Class B common stock | MOG.B | 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.
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| Item 7.01 | Regulation FD Disclosure. |
The financial impact of the offering by Moog Inc. (the “Company”) of $500 million in aggregate principal amount of 4.25% senior notes due 2027 (the “Offering") was not reflected in the Company’s most recent guidance for fiscal year 2020 as communicated in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 12, 2019. The intended use of the net proceeds of the Offering is to redeem the $300 million aggregate principal amount outstanding on the Company’s 5.25% senior notes due 2022 (the “Redemption") was also not reflected in that guidance. The impact of the Offering and the Redemption will reduce net earnings in fiscal year 2020 by $3.9 million and will reduce earnings per share by $0.11.
The information contained in this Item 7.01 is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “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, nor shall it be deemed to be incorporated by reference in any filing under the Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On December 6, 2019, the Company issued a press release announcing the pricing of the Offering. The information contained in this press release, which is filed as exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
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| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | | MOOG INC. |
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| Dated: | December 6, 2019 | By: | /s/ Michael J. Swope |
| | | Name: | Michael J. Swope |
| | | | Controller |
