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): December 16, 2004
ACTUANT CORPORATION
(Exact name of Registrant as specified in its charter)
| Wisconsin | 1-11288 | 39-0168610 | ||
| (State or other jurisdiction | (Commission File | (I.R.S. Employer | ||
| of incorporation) | Number) | Identification No.) |
6100 North Baker Road
Milwaukee, WI 53209
Mailing address: P.O. Box 3241, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (414) 352-4160
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 1.01 | Entry into a Material Definitive Agreement. |
On December 16, 2004, Actuant Corporation (the “Company”) entered into Amendment No. 2 to the Stock Purchase Agreement
(“Amendment No. 2”) with Key Components, Inc. (“KCI”) and the shareholders of Key Components Inc. Amendment No. 2 to the Stock Purchase Agreement provides that the closing shall occur on December 27, 2004, and clarifies certain provisions regarding the indebtedness and potential working capital adjustments to the purchase price. There are no material relationships between KCI and the Company or any of its affiliates, other than in respect of the Stock Purchase Agreement, dated November 18, 2004, Amendment No. 1 to the Stock Purchase Agreement, dated December 3, 2004 and Amendment No. 2. The foregoing description of Amendment No. 2 and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment No. 2. A copy of Amendment No. 2 is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits |
| 2.1 | Amendment No. 2 to Stock Purchase Agreement, dated as of December 16, 2004, by and among Actuant Corporation, Key Components, Inc., and the Shareholders of Key Components, Inc. |
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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.
ACTUANT CORPORATION (Registrant) | ||||||||
| Date: | December 16, 2004 | By: | /s/ Andrew G. Lampereur | |||||
Andrew G. Lampereur Executive Vice President and Chief Financial Officer | ||||||||
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