Current Report Filing (8-k)
January 22 2019 - 8:56AM
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 (Date of earliest event
reported): January 22, 2019 (January 22, 2019)
ARCONIC
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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1-3610
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25-0317820
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(State or other Jurisdiction
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(Commission File Number)
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(IRS Employer
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of Incorporation)
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Identification No.)
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390 Park Avenue, New York, New York
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10022-4608
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(Address of Principal Executive Offices)
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(Zip Code)
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Office of Investor
Relations 212-836-2758
Office of the
Secretary 212-836-2732
(Registrant’s
telephone number, including area code)
(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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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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 (§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.
¨
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Item 7.01
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Regulation FD Disclosure.
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On January 22, 2019, Arconic Inc. (“Arconic” or
the “Company”) issued a press release announcing an update on its strategy and portfolio review, including that its
Board of Directors has determined to no longer pursue a potential sale of the Company as part of its strategy and portfolio review.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information in Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K is being furnished and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
The following is furnished as an exhibit to this report:
Forward-Looking Statements
This Current Report on Form 8-K contains statements that relate
to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,”
“intends,” “may,” “outlook,” “plans,” “projects,” “seeks,”
“sees,” “should,” “targets,” “will,” “would,” or other words of similar
meaning. All statements that reflect Arconic’s expectations, assumptions or projections about the future, other than statements
of historical fact, are forward-looking statements. These statements reflect beliefs and assumptions that are based on Arconic’s
perception of historical trends, current conditions and expected future developments, as well as other factors Arconic believes
are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance and are subject to risks,
uncertainties and changes in circumstances that are difficult to predict, which could cause actual results to differ materially
from those indicated by these statements. Such risks and uncertainties include, but are not limited to: (a) deterioration in global
economic and financial market conditions generally; (b) unfavorable changes in the markets served by Arconic; (c) Arconic’s
inability to realize expected benefits, in each case as planned and by targeted completion dates, from acquisitions, divestitures,
facility closures, curtailments, expansions, or joint ventures; and (d) the other risk factors summarized in Arconic’s Form
10-K for the year ended December 31, 2017 and other reports filed with the U.S. Securities and Exchange Commission. Arconic disclaims
any intention or obligation to update publicly any forward-looking statements, whether in response to new information, future events,
or otherwise, except as required by applicable law.
EXHIBIT INDEX
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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ARCONIC INC.
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Dated: January 22, 2019
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By:
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/s/ Katherine H. Ramundo
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Name:
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Katherine
H. Ramundo
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Title:
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Executive
Vice President, Chief Legal Officer and Secretary
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