Current Report Filing (8-k)
January 17 2018 - 8:20AM
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
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January 17, 2018
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Date of Report (Date of Earliest Event Reported)
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ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Washington
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000-22418
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91-1011792
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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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2111 N. Molter Road, Liberty Lake, WA 99019
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(Address of Principal Executive Offices, Zip Code)
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(509) 924-9900
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 7.01 Regulation FD Disclosure
In connection with its financing activities, Itron Inc. (“Itron”) is
disclosing certain information, including certain pro forma financial
information, to certain potential investors. Pursuant to Regulation FD,
Itron is furnishing such information as Exhibit 99.1 to this Current
Report on Form 8-K.
The information in this Item 7.01 and the exhibit attached to this
Current Report as Exhibit 99.1 are being furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that Section nor shall they be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as shall be expressly stated by
specific reference in such filing.
Item 8.01 Other Events
On January 17, 2018, Itron issued a press release announcing the
commencement of a private offering of an additional $100 million
aggregate principal amount of its 5.000% senior notes due 2026 (the
“Notes”), subject to market and other conditions. A copy of the press
release is attached hereto as Exhibit 99.2. The Notes and the related
guarantees will not be registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and, unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This report does not constitute an offer to sell, or a solicitation of
an offer to buy, any security. No offer, solicitation, or sale will be
made in any jurisdiction in which such an offer, solicitation, or sale
would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* These exhibits are intended to be furnished and shall not be deemed
filed for purposes of the Exchange Act.
This report may contain “forward-looking” statements, as defined in
federal securities laws including the Private Securities Litigation
Reform Act of 1995, which are based on our current expectations,
estimates, forecasts and projections. Statements that are not
historical facts, including statements about beliefs, plans and
expectations are forward-looking statements. Statements that include
words such as “anticipates”, “expects”, “intends”, “plans”, “predicts”,
“believes”, “seeks”, “estimates”, “may”, “will”, “should”, “would”,
“potential”, “continue”, “goals”, “targets” and variations of these
words (or negatives of these words) or similar expressions of a future
or forward-looking nature identify forward-looking statements. In
addition, any statements that refer to projections or other
characterizations of future events or circumstances, including any
underlying assumptions are forward-looking statements. Forward-looking
statements are based on current expectations and are subject to a number
of risks, factors and uncertainties that could cause actual results to
differ materially from those described in the forward-looking
statements. Important factors and uncertainties that could cause actual
results to differ materially from those described in these
forward-looking statements include, without limitation: the parties’
ability to meet expectations regarding the timing, completion and
accounting and tax treatments of the merger; the impact of indebtedness
incurred by Itron in connection with the acquisition of Itron Networked
Solutions, Inc. (fka Silver Spring Networks, Inc.) and the potential
impact on the rating of indebtedness of Itron; the effects of the
business combination of Itron and Itron Networked Solutions, Inc.,
including the combined company’s future financial condition, operating
results, strategy and plans.
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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ITRON, INC.
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Dated: January 17, 2018
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By:
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/s/ Shannon M. Votava
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Shannon M. Votava
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Senior Vice President, General Counsel and Corporate Secretary
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