Franklin Electric Form 8-K 03/20/06
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
17, 2006
FRANKLIN
ELECTRIC CO., INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
INDIANA
|
0-362
|
35-0827455
|
|
|
|
|
|
(STATE
OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION)
|
(COMMISSION
FILE NUMBER)
|
(I.R.S.
EMPLOYER IDENTIFICATION
NO.)
|
|
400
EAST SPRING STREET
BLUFFTON,
INDIANA
|
46714
|
|
|
|
|
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES)
|
(ZIP
CODE)
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(260)
824-2900
(REGISTRANT'S
TELEPHONE NUMBER, INCLUDING AREA CODE)
No
Change
(Former
name and 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 Instruction A.2.):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
March
17, 2006, Franklin Electric Co., Inc. entered into a Stock Purchase Agreement
with Tecumseh Products Company (“Tecumseh”) to acquire all of the outstanding
stock of Tecumseh’s wholly-owned subsidiary, Little Giant Pump Company (“Little
Giant”). Little Giant is a leading worldwide provider of commercial and consumer
water transfer solutions.
The
purchase price is $121 million in cash, payable at closing and subject to
certain adjustments at closing. The transaction is structured as a stock
purchase of Little Giant and the agreement contains customary representations,
warranties, covenants and conditions, as well as indemnification provisions
subject to specified limitations. The transaction is subject to regulatory
approval and other customary conditions and is expected to close in the second
quarter of 2006.
This
description of the Stock Purchase Agreement is qualified in its entirety by
the
terms and conditions of the Stock Purchase Agreement, which is filed as Exhibit
2.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statement and Exhibits
(c)
Exhibits.
Exhibit
No. Description
2.1 Stock
Purchase Agreement, dated as of March 17, 2006, by and between Franklin Electric
Co., Inc. and Tecumseh Products Company. (Schedules and exhitits
omitted)
99.1 Press
Release, dated March 20, 2006, issued by Franklin Electric Co., Inc.
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 thereunto
duly authorized.
FRANKLIN
ELECTRIC CO., INC.
(Registrant)
Date:
March 21, 2006
By: /s/
Thomas J. Strupp
Thomas
J.
Strupp
Vice
President, Chief Financial Officer
and
Secretary (Principal Financial and
Accounting
Officer)
EXHIBIT
INDEX
Exhibit
No. Description
2.1 Stock
Purchase Agreement, dated as of March 17, 2006, by and between Franklin Electric
Co., Inc. and Tecumseh Products Company. (Schedules and exhibits
omitted)
99.1 Press
Release, dated March 20, 2006, issued by Franklin Electric Co., Inc.