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) APRIL 29, 2005
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FRANKLIN ELECTRIC CO., INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
INDIANA 0-362 35-0827455
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(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
400 EAST SPRING STREET
BLUFFTON, INDIANA 46714
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(260) 824-2900
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
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(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:
[ ] 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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) The Board of Directors of Franklin Electric Co., Inc. (the "Company")
has elected David M. Wathen and Thomas L. Young as directors of the
Company effective April 29, 2005. The press release announcing the
election of Mr. Wathen and Mr. Young to the Board of Directors is
attached as Exhibit 99.1.
Mr. Wathen was appointed to the Personnel and Compensation Committee
of the Board, and Mr. Young was appointed to the Board's Audit
Committee. Neither Mr. Wathen nor Mr. Young have entered into any
transactions with the Company since the beginning of the Company's
last fiscal year, and there are no arrangements or understandings
under which either Mr. Wathen or Mr. Young were elected to the Board.
Item 9.01 Financial Statements & Exhibits
c) Exhibits
99.1 Press Release dated May 5, 2005
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SIGNATURES
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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 thereunto duly authorized.
FRANKLIN ELECTRIC CO., INC.
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(Registrant)
Date May 5, 2005 By /s/ Gregg C. Sengstack
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Gregg C. Sengstack, Senior Vice
President, Chief Financial
Officer and Secretary (Principal
Financial and Accounting Officer)
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Index to Exhibits
Exhibit
Number Description
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99.1 Press Release dated May 5, 2005
5
Exhibit 99.1
Press Release
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For Immediate Release For Further Information
Refer to: Gregg C. Sengstack
260/824-2900
FRANKLIN ELECTRIC COMPANY ELECTS
DAVID M. WATHEN AND THOMAS L. YOUNG TO BOARD
BLUFFTON, INDIANA - MAY 5, 2005 - The board of directors of Franklin Electric
Co., Inc. (NASDAQ: FELE) has elected David M. Wathen and Thomas L. Young to be
directors of the company.
Mr. Wathen is currently President and Chief Executive Officer of Balfour
Beatty, Inc. (U.S. Operations) a Novi, MI-based firm engaged in engineering,
construction, and building management services, primarily in Europe and North
America. Prior to his Balfour Beatty appointment in 2002, he served as a
Principal Member of the General Partnership of QUESTOR a venture capital
firm. Mr. Wathen has also held management positions with General Electric,
Emerson Electric, Allied Signal and Eaton Corporation. While at General
Electric Mr. Wathen was General Manager of the Industrial Motors Business and
while at Emerson Electric he served as President of the U.S. Electrical
Motors Division. He earned a BS in Mechanical Engineering from Purdue
University in 1977 and an MBA from Saint Francis College in 1981.
Mr. Young recently retired, after 29 years of service, as Executive Vice
President and Chief Financial Officer of Owens-Illinois, Inc. (NYSE: OI) a
manufacturer of glass and plastic packaging containers for the food and
health care industries. He was elected as a director of Owens-Illinois in
1998 and continues to serve on its board. Mr. Young is also a member of the
board of directors of Manor Care, Inc. (NYSE: HCR), is Chairman of the audit
committee and its designated financial expert, and a member of the
compensation committee. He is also a director of the National Association of
Manufacturers and the United Way of Greater Toledo. He earned a bachelor of
arts degree from St. John's College in 1966, a doctor of jurisprudence with
honors from the University of Notre Dame in 1972 and in 1985 completed the
Advanced Management Program at Harvard Business School.
The election of Mr. Wathen and Mr. Young to the Board of Directors is in
anticipation of two current directors attaining mandatory retirement age
later this year.
Franklin Electric is a global leader in the production and marketing of
groundwater and fuel pumping systems and is a technical leader in submersible
motors, drives, controls, and monitoring devices.
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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995. Any forward looking statements contained herein involve risks and
uncertainties, including but not limited to, general economic and currency
conditions, various conditions specific to the Company's business and industry,
market demand, competitive factors, changes in distribution channels, supply
constraints, technology factors, litigation, government and regulatory actions,
the Company's accounting policies, future trends, and other risks which are
detailed in the Company's Securities and Exchange Commission filings. These
risks and uncertainties may cause actual results to differ materially from
those indicated by the forward-looking statements.