Amended Annual Report (10-k/a)
March 02 2018 - 3:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended
December 29, 2017
, or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from
to
.
Commission File No. 001-09249
Graco Inc.
(Exact name of Registrant as specified in its charter)
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Minnesota
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41-0285640
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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88 –11th Avenue Northeast
Minneapolis, MN 55413
(Address of principal executive offices) (Zip Code)
(612) 623-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $1.00 per share
Shares registered on the New York Stock Exchange.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
X
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
X
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
X
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
X
Accelerated filer
Non-accelerated filer
Smaller reporting company
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.
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes
No
X
The aggregate market value of 165,114,221 shares of common stock held by non-affiliates of the registrant was $6,014,560,705 as of June 30, 2017
.
169,442,333 shares of common stock were outstanding as of January 31, 2018.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A to the Graco Inc. Annual Report on Form 10-K for the year ended December 29, 2017, as filed with the U.S. Securities and Exchange Commission on February 20, 2018 is being filed solely for the purpose of correcting exhibits 31.1 and 31.2 (the “Certifications”), which identified the wrong periodic report in paragraph 1 of both of the Certifications. The Certifications incorrectly referred to the filing as a quarterly report on Form 10-Q, rather than an annual report on Form 10-K. The Certifications that were physically signed at the time of filing correctly identified the periodic report in paragraph 1.
No other changes have been made to any of the disclosures in the Form 10-K. This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K, except as set forth above.
Item 15. Exhibits and Financial Statement Schedule
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(a) The following documents are filed as part of this report:
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(3
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Those entries marked by an asterisk are Management Contracts, Compensatory Plans or Arrangements.
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Exhibit Index
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Exhibit
Number
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2.1
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Asset Purchase Agreement, dated April 14, 2011, by and among Graco Inc., Graco Holdings Inc., Graco Minnesota Inc., Illinois Tool Works Inc. and ITW Finishing LLC (excluding schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request). (
Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed April 15, 2011.
) First Amendment dated April 2, 2012. (
Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed April 2, 2012
.)
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**2.3
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2.4
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Purchase and Sale Agreement, dated as of December 31, 2014, by and among High Pressure Equipment Holdings LLC, Wasserstein Partners III, LP, Wasserstein Partners III (Offshore), L.P., Wasserstein Partners III (Offshore), LTD, Audax Mezzanine Fund III, L.P., Audax Co-Invest III, L.P., Audax Trust Co-Invest, L.P., certain other Sellers, Wasserstein Partners III (GP), LP, Graco Fluid Handling (C) Inc. and Graco Inc. (excluding certain schedules and exhibits, which the Company agrees to furnish supplementally to the Securities and Exchange Commission upon request). (
Incorporated by reference to Exhibit 2.1 to the Company’s Report on Form 8-K filed January 6, 2015.
)
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3.1
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3.2
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*10.1
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*10.2
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*10.3
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*10.4
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*10.5
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*10.6
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*10.7
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Graco Restoration Plan (2005 Statement). (
Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 29, 2006.
) First Amendment adopted December 8, 2006. (
Incorporated by reference to Exhibit 10.12 to the Company’s 2006 Annual Report on Form 10-K.
) Second Amendment adopted August 15, 2007. (
Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 28, 2007
.) Third Amendment adopted March 27, 2008. (
Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008
.) Fourth Amendment adopted December 29, 2008. (
Incorporated by reference to Exhibit 10.11 to the Company’s 2008 Annual Report on Form 10-K.
) Fifth Amendment adopted September 16, 2010.
(Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended September 24, 2010
.) Sixth Amendment adopted February 15, 2018. (
Incorporated by reference to Exhibit 10.7 to the Company's 2017 Annual Report on Form 10-K
).
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*10.8
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*10.9
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*10.10
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*10.11
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*10.12
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*10.13
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*10.14
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*10.15
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*10.16
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*10.17
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*10.18
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*10.19
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*10.20
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*10.21
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10.22
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10.23
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Omnibus Amendment, dated June 26, 2014, amending and restating the Credit Agreement among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (
Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed July 1, 2014.
) Third Amendment to Credit Agreement, dated December 15, 2016, amending the Credit Agreement among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent. (
Incorporated by reference to Exhibit 10.1 to the Company’s Report 8-K filed December 20, 2016
.) Fourth amendment to Credit Agreement, dated May 23, 2017, amending the Credit Agreement among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S. Bank National Association, as administrative agent.
(Incorporated by reference to Exhibit 10.2 to the Company's 10-Q filed for the thirteen weeks ended June 30, 2017.
)
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10.24
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Note Agreement, dated March 11, 2011, between Graco Inc. and the Purchasers listed on the Purchaser Schedule attached thereto, which includes as exhibits the form of Senior Notes. (
Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 16, 2011
.) Amendment No. 1 dated May 23, 2011. (
Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended July 1, 2011
.) Amendment and Restatement No. 1 to Note Agreement dated as of March 27, 2012.
(Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed April 2, 2012.
) Amendment No. 2 dated as of June 26, 2014 to Note Agreement dated as of March 11, 2011. (
Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q filed for the thirteen weeks ended June 27, 2014.
) Amendment No. 3 dated as of December 15, 2016 to Note Agreement dated as of March 11, 2011. (
Incorporated by reference to Exhibit 10.28 to the Company's 2016 Annual Report on Form 10-K .
) Amendment No. 4 dated May 23, 2017 to Note Agreement dated as of March 11, 2011. (
Incorporated by reference to Exhibit 10.1 to the Company's 10-Q filed for the thirteen weeks ended June 30, 2017.)
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10.25
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10.26
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10.27
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11
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21
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23
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24
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31.1
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31.2
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31.3
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31.4
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32
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
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GRACO INC.
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Date:
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March 2, 2018
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/s/ PATRICK J. MCHALE
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Patrick J. McHale
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President and Chief Executive Officer
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