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): August 16, 2017
Preformed Line Products Company
(Exact name of registrant as specified in its charter)
| Ohio | 0-31164 | 34-0676895 | ||
| (State or other jurisdiction of incorporation |
(Commission File Number) | (IRS Employer Identification No.) |
| 660 Beta Drive Mayfield Village, Ohio |
44143 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (440) 461-5200
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 CFR2 40.13e-4(c)) |
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 1.01 | Entry into a Material Definitive Agreement. |
Shares Purchase Agreements
On August 16, 2017, Preformed Line Products Company (the “Company”), upon the approval of the Audit Committee of the Board of Directors and the Board of Directors, purchased 24,920 Common Shares of the Company from a trust for the benefit of Barbara P. Ruhlman, of which Robert G. Ruhlman and Randall M. Ruhlman act as co-trust advisors with respect to the investment and voting of the Company’s shares held by the trust, at a price per share of $50.16. Barbara P. Ruhlman is Director Emeritus of the Company’s Board of Directors, and the mother of Robert G. Ruhlman and Randall M. Ruhlman and grandmother of J. Ryan Ruhlman and Maegan A. Ruhlman, of which Robert G. Ruhlman, J. Ryan Ruhlman and Maegan A. Ruhlman are members of the Board of Directors. Robert G. Ruhlman is Chairman, President and Chief Executive Officer of the Company, and J. Ryan Ruhlman is Vice President – Marketing and Business Development. The purchase was consummated pursuant to a Shares Purchase Agreement dated August 16, 2017, between the Company and the trust.
A copy of the Shares Purchase Agreement is attached hereto as Exhibit 10.1.
| ITEM 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description |
| 10.1 | Shares Purchase Agreement, Trust |
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.
| Preformed Line Products Company | |||
| Dated: August 16, 2017 | By: | /s/ Caroline Vaccariello | |
| Caroline Vaccariello | |||
| General Counsel and Corporate Secretary | |||
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Shares Purchase Agreement, Trust |
Exhibit 10.1
SHARES PURCHASE AGREEMENT
THIS SHARES PURCHASE AGREEMENT is made and entered into on August 16, 2017, by and between Preformed Line Products Company, an Ohio corporation (“Purchaser”), and the trustee under the 2016 Trust Agreement Between Barbara P. Ruhlman and Bernard L. Karr, dated September 21, 2016 (“Seller”).
RECITALS
A. Purchaser’s common shares, $2 par value, are traded on the NASDAQ National Market (the “NASDAQ”) under the symbol “PLPC” and Purchaser is a reporting company under the Securities Exchange Act of 1934, as amended. As a result, financial and other material business information about Purchaser is publicly available.
B. Seller is the trustee of a trust established by a shareholder of Purchaser. The Business Advisors of the trust are Robert Ruhlman, the Chairman, President, Chief Executive Officer, Board Member of Purchaser and a shareholder, and Randall Ruhlman, a shareholder of Purchaser. The trust is the owner of 827,820 common shares of Purchaser;
C. Seller approached Purchaser regarding Seller’s desire to sell 24,920 of Seller’s common shares to Purchaser (the “Shares”);
D. In response to Seller’s inquiry, Purchaser after due consideration, including the review and approval of the proposed transaction by (i) the Company’s Audit Committee of the Board of Directors (appointed as a special committee to review the proposed transaction), which is comprised solely of independent directors, and (ii) the Board of Directors, expressed a desire to purchase the Shares, under the terms and conditions hereinafter set forth:
Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.
AGREEMENT
1. Purchase and Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey to Purchaser 24,920 common shares at a purchase price of $50.16 per share. Seller shall deliver the Shares via a DWAC transfer to the Preformed Line Products account at Computershare. Purchaser shall pay Seller $1,249,987.20 (the “Purchase Price”) for the Shares by the delivery of cash by wire transfer to Seller’s bank account or accounts. Seller has provided Purchaser with written wire transfer instructions. The parties acknowledge and agree that the Purchase Price was negotiated in good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser’s historical trading prices on the NASDAQ.
2. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:
(a) Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or other laws relating generally to the enforcement of creditors’ rights.
(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute a default under any agreement to which Purchaser is a party or by which it is bound.
3. Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:
(a) Seller has the requisite power and authority to execute, deliver and perform his obligations under this Agreement, having received written authorization to proceed with the sale from the Business Advisors to the trust. This Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement to which Seller is a party or by which Seller is bound.
(c) Seller is the owner of the Shares of the Purchaser being sold, assigned, bargained and conveyed pursuant hereto. Upon the sale to Purchaser, Purchaser will acquire the Shares being transferred, free from any security interest, pledge, option, equity, claim or other right or interest of any kind.
(d) Seller has received and carefully reviewed Purchaser’s filings with the Securities and Exchange Commission and Purchaser’s press releases posted on Purchaser’s website (the filings and press releases, the “Purchaser Disclosure”) and has had full access to Purchaser’s other directors and executives for purposes of discussion the Company’s condition, operations and plans. Seller acknowledges that no oral representations have been made or information furnished to Seller or Seller’s representatives that are in any way inconsistent with the Purchaser Disclosure. Seller confirms that no representations, warranties, or other agreements (whether express or implied) have been made by Purchaser with respect to the transactions contemplated hereby, except for those representations, warranties, and agreements that are specifically set forth in this Agreement.
(e) Seller, to the extent necessary, shall, without additional consideration, take such additional or further actions and execute such other or further documents as may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.
4. Miscellaneous.
(a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.
(b) Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is in writing and signed on behalf of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
(c) Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Recitals are incorporated by reference and made a part of this Agreement.
(d) Binding Agreement. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by Purchaser and Seller and their respective successors and assigns.
(e) Counterparts. This Agreement may be executed in counterparts, each of which, when executed, will be an original and all of which taken together will constitute one and the same agreement.
(f) Entire Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on the date first written above.
| SELLER | ||
| /s/ Bernard L. Karr | ||
| Bernard L. Karr, Trustee, under the 2016 Trust | ||
| Agreement dated September 21, 2016 | ||
| PURCHASER | ||
| PREFORMED LINE PRODUCTS COMPANY | ||
| By: | /s/ Michael Weisbarth | |
| Michael Weisbarth – Vice President – | ||
| Finance and Treasurer | ||