Current Report Filing (8-k)

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) May 3, 2022

LOGO

Cintas Corporation

(Exact name of registrant as specified in its charter)

Washington

0-11399

31-1188630

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

6800 Cintas Boulevard, P.O. Box 625737,

Cincinnati, Ohio

45262-5737

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (513) 459-1200

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock, no par value

CTAS

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

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 ☐

Item 8.01

Other Events.

In connection with the sale of $400,000,000 aggregate principal amount of 3.450% Senior Notes due 2025 and $800,000,000 aggregate principal amount of 4.000% Senior Notes due 2032 by Cintas Corporation No. 2, Cintas Corporation is filing herewith the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-240362), filed with the Securities and Exchange Commission on August 4, 2020:

Underwriting Agreement, dated April 26, 2022, by and among Cintas Corporation No. 2, Cintas Corporation and the other guarantors party thereto and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein;

Officers’ Certificate establishing the terms of the 3.450% Senior Notes due 2025 (including Form of Note);

Officers’ Certificate establishing the terms of the 4.000% Senior Notes due 2032 (including Form of Note);

Opinion of Jones Day;

Opinion of Fennemore Craig, P.C.; and

Opinion of Fikso Kretschmer Smith Dixon Ormseth PS.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description

1.1		Underwriting Agreement, dated April 26, 2022, by and among Cintas Corporation No. 2, Cintas Corporation and the other guarantors party thereto and KeyBanc Capital Markets Inc., MUFG Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein

4.1		Officers’ Certificate establishing the terms of the 3.450% Senior Notes due 2025 (including Form of Note)

4.2		Officers’ Certificate establishing the terms of the 4.000% Senior Notes due 2032 (including Form of Note)

5.1		Opinion of Jones Day

5.2		Opinion of Fennemore Craig, P.C.

5.3		Opinion of Fikso Kretschmer Smith Dixon Ormseth PS

23.1		Consent of Jones Day (included in Exhibit 5.1)

23.2		Consent of Fennemore Craig, P.C. (included in Exhibit 5.2)

23.3		Consent of Fikso Kretschmer Smith Dixon Ormseth PS (included in Exhibit 5.3)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.