-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HbsZVeilYYJ967OdTPFEOuow2IGiJz40VNklzPfJd7LJ4y6nIRDDr6iTiKi4uQoi DlyDBWX0EcP68TCGPcAIvw== 0001157523-06-002003.txt : 20060227 0001157523-06-002003.hdr.sgml : 20060227 20060227094159 ACCESSION NUMBER: 0001157523-06-002003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060227 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060227 DATE AS OF CHANGE: 20060227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 06645084 BUSINESS ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 8-K 1 a5089642.txt WORTHINGTON INDUSTRIES, INC. 8-K - -------------------------------------------------------------------------------- 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): February 27, 2006 ----------------- WORTHINGTON INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 Old Wilson Bridge Road, Columbus, Ohio 43085 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (614) 438-3210 ----------------------------- 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)) Item 7.01. Regulation FD Disclosure. On February 27, 2006, Worthington Industries, Inc. (the "Registrant") issued a news release in which Dietrich Metal Framing, a Worthington Industries company announced that it signed an exclusive sublicensing agreement with Clark Western for UltraSTEEL(TM) metal framing products using patented technology of Hadley Industries PLC. Dietrich has a licensing agreement with Hadley for exclusive rights to manufacture and sell metal framing using the UltraSTEEL(TM) technology in North America. A copy of the news release (the "Release") is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a)-(c) Not applicable. (d) Exhibits: Exhibit No. Description - ------------------------------ 99.1 News Release issued by Worthington Industries, Inc. on February 27, 2006. The information in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, except if the Registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act. 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. WORTHINGTON INDUSTRIES, INC. Date: February 27, 2006 By: /s/Dale T. Brinkman ---------------------------------------- Dale T. Brinkman, Vice President-Administration, General Counsel & Secretary -2- EX-99.1 2 a5089642ex991.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Dietrich Metal Framing Announces Sublicensing of UltraSTEEL(TM); Clark Western Converting Operations to Hadley Technology COLUMBUS, Ohio--(BUSINESS WIRE)--Feb. 27, 2006--Dietrich Metal Framing, a Worthington Industries company (NYSE:WOR), today announced that it has signed an exclusive sublicensing agreement with Clark Western for UltraSTEEL(TM) metal framing products using patented technology of Hadley Industries PLC. Dietrich has a licensing agreement with Hadley for exclusive rights to manufacture and sell metal framing using the UltraSTEEL(TM) technology in North America. "This new metal framing technology will be a breakthrough product for the industry and we believe the Clark sublicensing will greatly accelerate market acceptance and availability," said Ed Ponko, President of Dietrich Metal Framing. "We explored many alternatives and quickly came to the conclusion that this was clearly an innovative product and process for metal framing," added Bill Courtney, President of Clark Western. "This unique arrangement is a testament to both of our companies' belief in the merits of UltraSTEEL(TM)." UltraSTEEL(TM) is an internationally patented method of altering the characteristics of the base strip steel providing higher strength material. Additional benefits have been verified by independent sources and the product has received certification by Underwriters Laboratories. The product will improve speed and quality of the building process by allowing for faster and better fastening of both the framing products and wallboard. UltraSTEEL's greater rigidity and smoother edges also make handling easier and safer. Dietrich has begun making UltraSTEEL(TM) framing products available in Florida, North and South Carolina and Georgia while systematically rolling them out across North America as Dietrich manufacturing facilities convert to the UltraSTEEL(TM) process. Clark Western will employ a similar plan to make the product more readily available in the marketplace. Clark, headquartered in Cincinnati, Ohio, with 14 manufacturing locations, is a wholly-owned subsidiary of Marubeni-Itochu Steel America. Worthington Industries is a leading diversified metal processing company with annual sales of approximately $3 billion. The Columbus, Ohio, based company is North America's premier value-added steel processor and a leader in manufactured metal products such as metal framing, metal ceiling grid systems, pressure cylinders, automotive past model service stamping and laser welded blanks. The company employs more than 7,500 people and operates 64 facilities in 10 countries. Worthington was named this year to FORTUNE'S 100 Best Companies to Work for in America. This is the company's fourth appearance on FORTUNE'S list. Safe Harbor Statement The company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 ("the ACT"). Statements by the company, which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include risks described from time to time in the company's filings with the Securities and Exchange Commission. CONTACT: Worthington Industries Cathy M. Lyttle, 614-438-3077 cmlyttle@worthingtonindustries.com OR Allison M. Sanders, 614-840-3133 asanders@worthingtonindustries.com -----END PRIVACY-ENHANCED MESSAGE-----