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): July 22, 2009
THE TORO COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-8649 | 41-0580470 |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
8111 Lyndale Avenue South Bloomington, Minnesota (Address of principal executive offices) | 55420 (Zip Code) |
Registrant’s telephone number, including area code: (952) 888-8801
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:
[ ] 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))
Section 7—Regulation FD
Item 7.01 Regulation FD Disclosure.
On July 22, 2009, The Toro Company (the “Company”) announced that its Board of Directors (the “Board”) has authorized the repurchase of an additional five million (5,000,000) shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), in the open market or in privately negotiated transactions. This program has no expiration date but may be terminated by the Board at any time. As of July 21, 2009, approximately 850,000 shares of Common Stock also remain available for repurchase by the Company under the repurchase authority previously approved by the Board on May 22, 2008.
Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s press release in connection with the announcement, which is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed to be “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 Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Section 9—Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
| 99.1 | Press release dated July 22, 2009 (furnished herewith). |
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.
THE TORO COMPANY
(Registrant)
| Date: July 22, 2009 | By /s/ Stephen P. Wolfe |
| | Stephen P. Wolfe |
| | Vice President, Finance & Chief Financial Officer |
EXHIBIT INDEX
| EXHIBIT NUMBER | DESCRIPTION |
99.1 | Press release dated July 22, 2009 (furnished herewith). |
