Current Report Filing (8-k)
November 09 2017 - 11:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 7, 2017
Allegheny Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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1-12001
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25-1792394
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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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1000 Six PPG Place, Pittsburgh, Pennsylvania
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15222-5479
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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 (412)
394-2800
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:
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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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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 (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.
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On November 7, 2017, Allegheny Technologies Incorporated (the
Company) executed and delivered an underwriting agreement (the Underwriting Agreement), between the Company and Goldman Sachs & Co. LLC, as representative of the underwriters named therein (the
Underwriters), relating to the issuance and sale of 17,000,000 shares of the Companys common stock, $0.10 par value (Common Stock), at a price to the public of $24.00 per share (the Offering). Pursuant to
the Underwriting Agreement, the Company granted the Underwriters a
30-day
option to purchase up to an additional 2,550,000 shares of Common Stock. In addition, under the terms of the Underwriting Agreement,
the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute payments that the Underwriters may be required to make because of any of those
liabilities. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
On
November 9, 2017, the Company completed the Offering. The Offering was made pursuant to the Companys shelf registration statement filed with the Securities and Exchange Commission. The opinion of the Companys counsel as to the
validity of the shares of Common Stock issued and sold in the Offering is filed herewith as Exhibit 5.1.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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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ALLEGHENY TECHNOLOGIES INCORPORATED
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By:
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/s/ Elliot S.
Davis
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Elliot S. Davis
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Senior Vice President, General Counsel,
Chief Compliance Officer and
Corporate Secretary
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Dated: November 9, 2017
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