Current Report Filing (8-k)
March 18 2020 - 4:13PM
Edgar (US Regulatory)
false000092900800009290082020-03-182020-03-18
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): March 18, 2020
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
225 West Station Square Drive
Suite 700
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15219
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Pittsburgh, Pennsylvania
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(Zip Code)
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(Address of principal executive offices)
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(412) 454-2200
(Registrant’s telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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:
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. ☐
Explanatory Note
WESCO International, Inc. (“WESCO”) is filing this Current Report on Form 8-K for the purpose of incorporating by reference the information set
forth herein, including the exhibits hereto, into (a) WESCO’s Registration Statement on Form S-4 (File No. 333-236307), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2020, and amended on March 4, 2020 and
March 9, 2020 (as amended, the “Registration Statement”), and (b) the proxy statement/prospectus contained therein. The Registration Statement was declared effective on March 11, 2020 and the proxy statement/prospectus contained therein constitutes
a prospectus of WESCO under the Securities Act of 1933, as amended (the “Securities Act”), and a proxy statement of Anixter International Inc. (“Anixter”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
On March 18, 2020, Anixter issued a press release (the “Press Release”) announcing that, due to the emerging public health impact of the coronavirus
(COVID-19) pandemic, the location of Anixter’s special meeting of stockholders has been changed and will be held in a virtual meeting format only. The purpose of the special meeting is to consider and vote on certain proposals relating to the
previously announced Agreement and Plan of Merger, dated as of January 10, 2020, by and among Anixter, WESCO and Warrior Merger Sub, Inc., a wholly owned subsidiary of WESCO (“Merger Sub”), pursuant to which Merger Sub will be merged with and into
Anixter (the “Merger”), with Anixter surviving the Merger as a wholly owned subsidiary of WESCO.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Press Release contains forward looking
statements that should be read together with the important factors referred to or incorporated by reference in the “Forward-Looking Statements” therein.
Further information regarding this change to the location of the special meeting can be found in the Notice of Change of Location filed by Anixter
with the SEC on Schedule 14A on March 18, 2020 (the “Notice of Change of Location”). A copy of the Notice of Change of Location is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
(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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