- Current report filing (8-K)
December 03 2010 - 4:13PM
Edgar (US Regulatory)
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:
December 3, 2010
(Date of earliest event reported:)
Commission file number 1-9278
CARLISLE COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of
incorporation or organization)
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31-1168055
(I.R.S.
Employer Identification No.)
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13925 Ballantyne Corporate Place, Suite 400,
Charlotte, North Carolina 28277
(Address
of principal executive office, including zip code)
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(704) 501-1100
(Telephone
Number)
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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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Cautionary Statement Regarding
Forward-Looking Information
This
report contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are made based on
known events and circumstances at the time of publication, and as such, are
subject in the future to unforeseen risks and uncertainties. It is possible
that the Companys future performance may differ materially from current
expectations expressed in these forward-looking statements, due to a variety of
factors such as: increasing price and product/service competition by foreign
and domestic competitors, including new entrants; technological developments
and changes; the ability to continue to introduce competitive new products and
services on a timely, cost-effective basis; the Companys mix of products/services;
increases in raw material costs which cannot be recovered in product pricing;
domestic and foreign governmental and public policy changes including
environmental regulations; threats associated with and efforts to combat
terrorism; protection and validity of patent and other intellectual property
rights; the successful integration and identification of the Companys
strategic acquisitions; the cyclical nature of the Companys businesses; and
the outcome of pending and future litigation and governmental proceedings. In
addition, such statements could be affected by general industry and market
conditions and growth rates, the condition of the financial and credit markets,
and general domestic and international economic conditions including interest rate
and currency exchange rate fluctuations. Further, any conflict in the
international arena may adversely affect the general market conditions and the
Companys future performance. The Company undertakes no duty to update
forward-looking statements.
1
Item 8.01 Other Events
In February of 2010,
Carlisle Companies, Inc. (Carlisle or the Company) sold its
refrigerated truck bodies business for $20.6 million (including a working
capital adjustment of $0.3 million received in July of 2010) and in October of
2010 sold its specialty trailer business for proceeds of approximately $35
million. The combination of the
refrigerated truck bodies and specialty trailer business represented the
Specialty Products segment. In its
Quarterly Report on Form 10-Q for the first, second and third quarters of
2010, the Company reported the results of operations of the refrigerated truck
bodies business as discontinued for all periods presented. In its Quarterly Report on Form 10-Q for
the third quarter of 2010, the Company reported the assets and associated
liabilities of the specialty trailer business as held for sale and the related
results of operations as discontinued for all periods presented. Accordingly, in its Quarterly Report on Form 10-Q
for the third quarter of 2010, the Specialty Products segment was eliminated as
a reportable segment.
The rules of the
Securities and Exchange Commission (SEC) require the re-issuance of
previously issued financial statements to reflect subsequent discontinued
operations and changes in reportable segments if those financial statements are
expected to be incorporated by reference in subsequent filings made with the
SEC under the Securities Act of 1933, as amended. Accordingly, the Company is re-issuing
previously filed portions of its 2009 Annual Report on Form 10-K and
Quarterly Report on Form 10 Q for the first and second quarters of 2010 as
follows:
·
The historical Financial
Statements and Managements Discussion and Analysis of Financial Condition and
Results of Operations for the three years in the period ended December 31,
2009 as well as Business, Properties, and Selected Financial Data, to reflect
the refrigerated truck bodies and specialty trailer businesses as discontinued
operations and the elimination of the Specialty Products segment. The information in this Current Report on Form 8-K
updates and supersedes Part I, Items 1, 1A, 2 and 6, and Part II
Items 7 and 8 of the Companys 2009 Annual Report on Form 10-K originally
filed on February 18, 2010.
·
The historical Unaudited
Financial Statements and Managements Discussion and Analysis of Financial
Condition and Results of Operations for the first quarter of 2010 to reflect
the specialty trailer business as a discontinued operation and elimination of
the Specialty Products segment. The
information in this Current Report on Form 8-K updates and supersedes Part I, Items
1 and 2 of the Companys first quarter 2010 Quarterly Report on Form 10-Q
originally filed on April 27, 2010.
·
The historical Unaudited
Financial Statements and Managements Discussion and Analysis of Financial
Condition and Results of Operations for the second quarter of 2010 to reflect
the specialty trailer business as a discontinued operation and elimination of
the Specialty Products segment. The
information in this Current Report on Form 8-K updates and supersedes Part I, Items
1 and 2 of the Companys second quarter 2010 Quarterly Report on Form 10-Q,
originally filed on July 27, 2010.
Additionally, material
subsequent events occurring since the original filing date, such as the acquisition
of Hawk Corporation, have been updated from those presented in the Companys
original 2009 Annual Report on Form 10-K and Quarterly Report on Form 10-Q
for the first and second quarter of 2010.
Other revisions have been made to certain of the amounts and disclosures
as presented in the original filings as a result of comments received from the
SEC Division of Corporation Finance staff in the third quarter of 2010. These revisions are discussed in the Notes to
each of the Financial Statements discussed above.
2
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
Exhibit
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No.
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Description
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23.1
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Consent of Independent
Registered Public Accounting Firm
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99.1
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2009 Annual Report on
Form 10-K
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Part I, Item 1:
Business
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Part 1, Item 1A:
Risk Factors
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Part I, Item 2:
Properties
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Part I, Item 6:
Selected Financial Data
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Part II, Item 7:
Managements Discussion and Analysis of Financial Condition and Results of
Operations
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Part II, Item 8:
Financial Statements and Supplementary Data
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99.2
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First Quarter 2010
Quarterly Report on Form 10-Q
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Part I, Item 1:
Financial Statements
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Part I, Item 2:
Managements Discussion and Analysis of Financial Condition and Results of
Operations
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99.3
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Second Quarter 2010
Quarterly Report on Form 10-Q
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Part I, Item 1:
Financial Statements
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Part I, Item 2:
Managements Discussion and Analysis of Financial Condition and Results of
Operations
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3
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 hereto duly authorized:
Date: December 3,
2010
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Carlisle
Companies, Incorporated
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By:
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/s/
Steven J. Ford
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Steven
J. Ford
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Senior Vice President,
Chief Financial Officer and
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General Counsel
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