Current Report Filing (8-k)
November 02 2018 - 2:20PM
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): November 1, 2018
AMETEK, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-12981
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14-1682544
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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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1100 Cassatt Road,
Berwyn, Pennsylvania
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19312
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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: (610)
647-2121
Not Applicable
(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 (see General Instructions A.2. below):
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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 1.01 Entry Into a Material Definitive Agreement.
On October 30, 2018, AMETEK, Inc. (the Company) along with certain of its foreign subsidiaries amended and restated its credit agreement dated
as of September 22, 2011, as amended and restated as of March 10, 2016 (the Credit Agreement), with the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Bank of America, N.A., PNC
Bank, National Association, SunTrust Bank and Wells Fargo Bank, National Association, as
Co-Syndication
Agents. The Credit Agreement amends and restates the Companys existing $850 million revolving
credit facility, which was due to expire in March 2021. The Credit Agreement consists of a five-year revolving credit facility in an aggregate principal amount of $1.5 billion with a final maturity date in October 2023. The revolving
credit facility total borrowing capacity excludes an accordion feature that permits the Company to request up to an additional $500 million in revolving credit commitments at any time during the life of the Credit Agreement under certain
conditions. The Credit Agreement places certain restrictions on allowable additional indebtedness.
This description of the Credit Agreement is a summary
only and is qualified in its entirety by the terms of the Credit Agreement. For further details, see Note 12 to the Consolidated Financial Statements included in Part I, Item 1 of the Companys Quarterly Report on
Form 10-Q
Q filed with the Securities and Exchange Commission (SEC) on November 2, 2018. The Credit Agreement was filed as Exhibit 10.4 to the Companys Quarterly Report on
Form 10-Q
filed with the SEC on November 2, 2018 and is incorporated herein by reference.
Item 2.02
Results of Operations and Financial Condition.
On November 1, 2018, the Company issued a press release announcing its financial results for the
three and nine months ended September 30, 2018. A copy of the release is furnished as Exhibit 99.1 and incorporated by reference herein. This Current Report on
Form 8-K
and the press release
attached hereto are being furnished pursuant to Item 2.02 of
Form 8-K.
The information shall not be
deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
Off-Balance
Sheet
Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events.
On November 1, 2018,
the Company issued a press release announcing it has acquired Telular Corporation and Forza Silicon Corporation. A copy of the release is furnished as Exhibit 99.2 to this Current Report on
Form 8-K.
On November 1, 2018, the Company issued a press release announcing it has amended its
revolving credit facility. A copy of the release is furnished as Exhibit 99.3 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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AMETEK, Inc.
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November 2, 2018
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By:
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/s/ T
HOMAS
M. M
ONTGOMERY
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Name: Thomas M. Montgomery
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Title: Senior Vice President Comptroller
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