Current Report Filing (8-k)
November 03 2017 - 9:07AM
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:
November 3, 2017
(Date of
earliest event reported
: November 3, 2017
)
RBC BEARINGS INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
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333-124824
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95-4372080
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Tribology Center
Oxford, CT 06478
(Address of principal executive offices) (Zip Code)
(203) 267-7001
(Registrant’s telephone number, including
area code)
N/A
(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 (
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 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.
¨
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
On November 3, 2017
,
RBC Bearings Incorporated
(the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2017 and
certain other information. This press release has been furnished as Exhibit 99.1 to this report and is incorporated
herein by this reference.
The information in this report, including the exhibit
hereto, is furnished pursuant to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information contained herein
and in the accompanying exhibit is not incorporated by reference in any filing of the Company under the Securities Act of 1933
or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation
language in any filings.
For further details, please refer to the press release
filed as Exhibit 99.1 to this Current Report, which is incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers.
On November 3, 2017, the Company issued a press
release announcing the retirement of Thomas C. Crainer as Vice President and General Manager and that Patrick S. Bannon has been
promoted to Vice President and General Manager. This press release has been furnished as Exhibit 99.2 to this report and is
incorporated herein by this reference.
Mr. Crainer has been Vice President and General
Manager since 2008 and will remain an employee of the Company for the next several months to facilitate a smooth transition.
Mr. Bannon joined the Company
26 years ago and during that time has been involved in the operations of nine manufacturing facilities from the West to East Coast.
He is currently responsible for five manufacturing plants on the East Coast. Mr. Bannon holds a Bachelor of Science degree in Mechanical
Engineering from Worcester Polytechnic Institute and is currently 52 years old.
As a new officer of the Company, Mr. Bannon
will be an at-will employee and entitled to participate in the same general benefits and incentive opportunities as other
officers. This includes a base salary and incentive opportunities under the Company’s Annual Incentive Compensation
Plan, Long-Term Equity Incentive Program and Supplemental Executive Retirement Plan. Additionally on November 3, 2017 the
Company entered into a Change in Control Letter Agreement with Mr. Bannon. The Change in Control Letter Agreement entitles
Mr. Bannon to severance benefits if his employment with the Company is terminated under certain circumstances within 24
months after a change in control of the Company. The amount of severance will generally be equal to 150% of his annual
base salary plus 150% of his target incentive compensation in effect at termination. In addition, he will be entitled
to a pro-rata annual bonus for the year in which his termination of employment occurs and to continue participating in the
Company’s welfare benefit programs for up to 18 months following his termination of employment. The Change in
Control Letter Agreement also commits the executives to remain employed with the Company in the event of a tender or exchange
offer and includes a non-compete covenant for 12 months following the executive’s termination of employment due to a
change in control.
The form of the Change in Control Letter Agreement
entered into with Mr. Bannon is attached as Exhibit 10.1 hereto. The foregoing summary does not purport to be complete and
is qualified in its entirety by reference to the form of Change in Control Letter Agreement which is incorporated by reference
herein.
For further details, please refer to the press
release filed as Exhibit 99.2 to this Current Report, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
According to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: November 3, 2017
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RBC BEARINGS INCORPORATED
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By:
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/s/ Thomas J. Williams
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Name: Thomas J. Williams
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Title: Corporate General Counsel & Secretary
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