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
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Date of Report (Date of earliest event reported): April 03, 2024 |
Lindsay Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 1-13419 | 47-0554096 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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18135 Burke Street Suite 100 | |
Omaha, Nebraska | | 68022 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (402) 829-6800 |
(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))
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
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Common Stock, $1.00 par value | | LNN | | 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 2.02 Results of Operations and Financial Condition.
On April 4, 2024, Lindsay Corporation (the “Company”) issued a press release announcing the Company’s results of operations for its second quarter ended February 29, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.
In addition, a copy of the slide presentation to be used during the Company’s fiscal 2024 second quarter investor conference call at 11:00 a.m. Eastern Time on April 4, 2024 is furnished herewith as Exhibit 99.2.
Item 7.01 Regulation FD Disclosure.
On April 3, 2024, the Company agreed to acquire a 49.9% non-controlling minority interest in Pessl Instruments GmbH (“Pessl”), an Austrian company that provides agricultural technology solutions focused on field monitoring systems such as weather stations and soil moisture probes. The agreement includes a call option that, if exercised, would allow the Company to acquire the remainder of Pessl’s outstanding shares based on Pessl’s future earnings at certain dates between approximately two-and-a-half and five years after the date of the agreement. The transaction is expected to close in the second half of the Company’s fiscal 2024, subject to customary closing conditions and regulatory approvals. A copy of the press release announcing the transaction is furnished herewith as Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits.
99.1 Earnings Press Release, dated April 4, 2024, issued by the Company.
99.2 Slide Presentation for Fiscal 2024 Second Quarter Investor Conference Call on April 4, 2024.
99.3 Pessl Investment Press Release, dated April 3, 2024, issued by the Company.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
In accordance with General Instruction B.2 of Form 8-K, the information contained in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2, and 99.3 attached hereto, is being “furnished” and, as such, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into 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.
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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| | | LINDSAY CORPORATION |
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Date: | April 4, 2024 | By: | /s/ Brian L. Ketcham |
| | | Brian L. Ketcham, Senior Vice President and Chief Financial Officer |
