Current Report Filing (8-k)
May 08 2017 - 8:02AM
Edgar (US Regulatory)
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 8, 2017
ARMSTRONG FLOORING, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37589
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47-4303305
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(State or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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2500 Columbia Avenue P.O. Box 3025
Lancaster, Pennsylvania
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17603
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(Address of principal executive offices)
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(Zip code)
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Registrants telephone number, including area code: (717)
672-9611
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Section 2 Financial Information
Item 2.02
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Results of Operations and Financial Condition.
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On May 8, 2017, Armstrong Flooring, Inc. (the
Company) issued a press release announcing its first quarter 2017 financial results. The full text of the press release is attached hereto as Exhibit 99.1.
The information in Item 2.02 of this Current Report on Form
8-K,
including Exhibit 99.1, is being furnished herewith
and shall not be deemed filed for the 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
incorporated by reference into any filing under the Securities Act of 1933, as amended (the Act), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 7 Regulation FD
Item 7.01
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Regulation FD Disclosure.
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On May 8, 2017, the Company issued a press release announcing that it
will report its first quarter 2017 financial results via a live webcast and conference call on May 8, 2017 at 10:00 a.m. Eastern Time. The live webcast and accompanying slide presentation will be available in the Investors section of the
Companys website at www.armstrongflooring.com. To participate in the call, please dial
877-407-0789
(domestic) or
201-689-8562
(international). A replay of the conference call will be available for 90 days, by dialing
844-512-2921
(domestic)
or
412-317-6671
(international) and entering the passcode 13658921.
In
the same press release, the Company also announced that on May 7, 2017 it had entered into a definitive agreement to acquire the vinyl composition tile business of Mannington Mills, Inc. for approximately $36 million, with the potential
for additional earnout payments based on the attainment of certain volume retention metrics through mid 2020.
The full text of the press release
is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form
8-K
is being
furnished herewith and shall not be deemed filed for the purposes of Section 18 of 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
Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Section 8 Other Events
On May 8, 2017, the Company announced that on May 7, 2017 it had entered into a
definitive agreement to acquire the vinyl composition tile business of Mannington Mills, Inc. for approximately $36 million, with the potential for additional earnout payments based on the attainment of certain volume retention metrics through
mid 2020.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Armstrong Flooring, Inc. dated May 8, 2017
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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.
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ARMSTRONG FLOORING, INC.
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By:
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/s/ Christopher S. Parisi
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Christopher S. Parisi
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Senior Vice President, General Counsel & Secretary
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Date: May 8, 2017
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Armstrong Flooring, Inc. dated May 8, 2017
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