Current Report Filing (8-k)
August 26 2020 - 8:02AM
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): August 26, 2020
Kewaunee Scientific Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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0-5286
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38-0715562
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2700 West Front Street
Statesville, North Carolina
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28677
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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: 704-873-7202
N/A
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $2.50 par value
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KEQU
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NASDAQ Global Market
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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:
☐
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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 (§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. ☐
Item 7.01. Regulation FD Disclosure
Kewaunee Scientific Corporation (the Company) has posted an investor presentation to the Investor Information section
of the Companys website at http://www.kewaunee.com/About Us/Investor Information. The presentation is attached hereto as Exhibit 99.1. The information included in Exhibit 99.1 is incorporated by reference in this Item 7.01, and is
deemed to be furnished, not filed, pursuant to Item 7.01 of Form 8-K. The presentation will be delivered during the Companys Annual Meeting of Stockholders, which is being conducted virtually at
10:00 a.m. Central time on August 26, 2020 via a live webcast which can be accessed at www.virtualshareholdermeeting.com/KEQU2020. A replay of the audio webcast of the Annual Meeting will be made available on the Companys website for
approximately one year.
The Company is making reference to non-GAAP financial information in both
the presentation and the Annual Meeting. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached presentation, and will be included in the
Investor Information section of the Companys website at http://www.kewaunee.com/About Us/Investor Information..
Certain
statements made in the attached presentation and the Annual Meeting constitute forward-looking statements within the meaning of the federal securities laws, including statements regarding the Companys future performance, as well as
managements expectations, beliefs, intentions, plans, estimates or projections relating to the future. Management believes that these forward-looking statements are reasonable. However, the Company cannot guarantee that its actual results will
be consistent with the forward-looking statements and you should not place undue reliance on them. These statements are based on current expectations and speak only as of the date they are made. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Important factors regarding the Company that may cause results to differ from expectations are included in the Companys Annual
Report on Form 10-K for the year ended April 30, 2020, under Item 1A. Risk Factors, and in the Companys other filings with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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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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(Registrant)
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Kewaunee Scientific Corporation
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Date: August 26, 2020
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/s/ Donald T. Gardner III
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Donald T. Gardner III
Vice President, Finance
and Chief Financial Officer
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