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): | May 7, 2019 (May 3, 2019) |
JOHNSON CONTROLS INTERNATIONAL PLC
(Exact Name of Registrant as Specified in its Charter)
| Ireland | 001-13836 | 98-0390500 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
One Albert Quay
Cork, Ireland
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area Code: 353-21-423-5000
Not Applicable
(Former name or former address, if changed since last report)
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| Ordinary Shares, Par Value $0.01 | JCI | New York Stock Exchange |
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)) |
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 5.04. | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On May 3, 2019, Johnson Controls International plc (the “Company”) launched a tender offer to purchase from its stockholders up to $4,000,000,000 in value of the Company’s ordinary shares, par value $0.01 per share (the “Shares”), at a single per-Share purchase price not greater than $40.00 nor less than $36.00, to the tendering shareholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase dated May 3, 2019 (the “Offer to Purchase”) and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). The Offer is scheduled to expire at 11:59 p.m., New York City time, on May 31, 2019, unless the Offer is extended.
On May 3, 2019, the Company received notice from the plan administrator that in connection with the Offer, eligible participants in the Johnson Controls Retirement Savings and Investment Plan, the Johnson Controls Select Hourly Retirement Savings and Investment Plan and the Johnson Controls Federal Systems, Inc. Retirement Savings Plan (collectively, the “Plans”) who choose to participate in the Offer will not be able to effect certain transactions with respect to their Plan’s Company stock fund, including exchanges out, loans, withdrawals and distributions into or out of the Company stock fund (the “Participant Restrictions”).
If the Participant Restrictions apply to 50% or more of the participants in the Plans for a period of more than three consecutive business days, a blackout period would arise under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. During any blackout period, directors and executive officers of the Company would be prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an executive officer or services as a director of the Company (or any successor or subsidiary thereof).
It is currently unknown whether a blackout period will arise in connection with the Offer, because we cannot determine at this time whether 50% or more of the participants in the Plans will make, and not revoke, an election to participate in the Offer. If a blackout period does arise because this 50% threshold is met, the blackout period could begin as soon as 4:00 p.m., New York City time, on May 28, 2019, and could extend through June 14, 2019.
On May 7, 2019, in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, the Company sent a blackout trading restriction notice to its directors and executive officers informing them that they may be prohibited from purchasing, selling or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an officer or services as a director, but only if a blackout period actually arises pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR.
A copy of the blackout trading restriction notice to directors and executive officers of the Company, which includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information Regarding the Offer
Neither this report nor the exhibit hereto is a recommendation to buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of the Company. The Offer is being made exclusively pursuant to the Offer to Purchase, the related letter of transmittal and other related materials filed as part of the tender offer statement on Schedule TO (the “Schedule TO”). The offer materials are being sent to holders of the Shares. Holders may also obtain free copies of the offer materials online at the website of the SEC at www.sec.gov as exhibits to the Schedule TO filed by the Company with the SEC or from the Company’s information agent in connection with the Offer.
| Item 9.01. | Financial Statements and Exhibits. |
2
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.
| JOHNSON CONTROLS INTERNATIONAL PLC | ||
| By: |
/s/ Michael R. Peterson | |
| Name: |
Michael R. Peterson | |
| Title: |
Vice President and Corporate Secretary | |
Date: May 7, 2019
3
Exhibit 99.1
NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS OF JOHNSON CONTROLS INTERNATIONAL PLC REGARDING THE POTENTIAL COMPLETE BLACKOUT IN TRANSACTIONS INVOLVING EQUITY SECURITIES OF JOHNSON CONTROLS INTERNATIONAL PLC
This notice is required by law and is to formally notify you of a possible complete blackout. Please note that the possible blackout referenced in this notice is in addition to any other blackout period to which you are otherwise subject, including the restrictions on trading activity under the Johnson Controls International plc Insider Trading Policy and any other relevant restrictions under tender offer rules.
Restrictions on Trading Johnson Controls International plc Equity Securities
As you know, on May 3, 2019, Johnson Controls International plc (the “Company”) launched a tender offer (the “Offer”) to purchase from its stockholders up to $4,000,000,000 in value of the Company’s ordinary shares, $0.01 par value per share (the “Shares”), at a single per-Share purchase price not greater than $40.00 nor less than $36.00. In connection with the Offer, eligible participants in the Johnson Controls Retirement Savings and Investment Plan, the Johnson Controls Select Hourly Retirement Savings and Investment Plan and the Johnson Controls Federal Systems, Inc. Retirement Savings Plan (collectively, the “Plans”) who choose to participate in the Offer will not be able to effect certain transactions with respect to their Plan’s Company stock fund, including exchanges out, loans, withdrawals and distributions into or out of the Company stock fund (the “Participant Restrictions”). If the Participant Restrictions apply to 50% or more of the participants in the Plans for a period of more than three consecutive business days, a blackout period would arise under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. During any blackout period, directors and executive officers of the Company would be prohibited from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an executive officer or service as a director of the Company (or any successor or subsidiary thereof).
Blackout Period
If the conditions requiring a blackout occur, we will promptly notify you. We estimate that the complete blackout could begin as soon as 4:00 p.m., New York City time on May 28, 2019 and could extend through June 14, 2019. We will provide you with updated information once we have determined whether the conditions requiring a blackout have occurred.
Trading Restrictions
If a blackout occurs, during the blackout period you would be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring Shares and derivative securities, such as stock options, restricted stock units and performance stock units, that you acquired in connection with your service as a director or your employment as an executive officer of the Company (or any successor or subsidiary thereof), subject to certain limited exceptions. In this regard, any Share or Company derivative security that you purchase, sell or otherwise transfer is automatically treated as acquired in connection with your service as a director or employment as an executive officer unless you establish that the security was acquired from another source in accordance with rules established by the Securities and Exchange Commission. If you engage in a transaction in violation of these rules, you may be required to disgorge any profits from the transaction and there may be civil and criminal penalties. Please note that these trading prohibitions also apply to Shares and Company derivative securities held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations. As noted above, the possible blackout described in this required notice is in addition to the restrictions on trading activity under the Johnson Controls International plc Insider Trading Policy and any other relevant restrictions under tender offer rules.
If you have any questions pertaining to this notice or the blackout period, please contact Michael R. Peterson in the Legal Department of the Company at 414-524-7019 or by mail at 5757 N. Green Bay Avenue, Glendale, WI, 53209-4408.
May 7, 2019