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 28, 2019
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania | 1-15579 | 46-4914539 | |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification Number) | |
1000 Cranberry Woods Drive Cranberry Township, PA | 16066 | ||
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: 724-776-8600
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 8.01 Other Events
On March 28, 2019, MSA Safety Incorporated (“MSA” or “Company”) and Gateway Merger Sub, Inc., an indirect wholly owned subsidiary of MSA, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sierra Monitor Corporation (“SMC”). The Merger Agreement provides that, subject to the terms and conditions set forth therein, Merger Sub will merge with and into SMC (the “Merger”), with SMC surviving the Merger and becoming an indirect, wholly owned subsidiary of MSA. Consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 MSA Safety Incorporated Press Release dated March 29, 2019.
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 thereunto duly authorized.
MSA SAFETY INCORPORATED
(Registrant)
By /s/ Douglas K. McClaine
_________________________________________
Douglas K. McClaine
Senior Vice President, Secretary and
Chief Legal Officer
Date: March 29, 2019
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | ||