Altergy Settlement
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): August 13, 2014
EnerSys
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32253
|
| | |
| | |
Delaware | | 23-3058564 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
2366 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices, including zip code)
(610) 208-1991
(Registrant’s telephone number, including area code)
(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)) |
Item 8.01. Other Events
On August 13, 2014, EnerSys issued a press release announcing that its wholly-owned subsidiary, EnerSys Delaware Inc., on behalf of itself and its affiliates, has entered into a binding term sheet with Altergy Systems, on behalf of itself and its affiliates. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the term sheet, on August 13, 2014, the parties will advise the U.S. District Court for the Northern District of California (the “District Court”) that all pending motions from the calendar relating to the proceeding pending in the District Court relating to the arbitration be removed and that further briefing pending preparation and execution of settlement documents be suspended. The parties anticipate executing settlement documents, which will include mutual releases, no later than September 12, 2014.
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K, and oral statements made regarding the subjects of this release, contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, or the Reform Act, which may include, but are not limited to, statements regarding EnerSys’ earnings estimates, ability to negotiate and finalize settlement discussions with Altergy, plans, objectives, expectations and intentions and other statements contained in this Current Report on Form 8-K that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing operating performance, events, or developments that EnerSys expects or anticipates will occur in the future, including statements relating to sales growth, earnings or earnings per share growth, ability to negotiate and finalize settlement discussions with Altergy, and market share, as well as statements expressing optimism or pessimism about future operating results or benefits from settlement discussions with Altergy, are forward-looking statements within the meaning of the Reform Act. The forward-looking statements are based on management's current views and assumptions regarding future events and operating performance, and are inherently subject to significant business, economic, and competitive uncertainties and contingencies and changes in circumstances, many of which are beyond EnerSys’ control. The statements in this Current Report on Form 8-K are made as of the date of this Current Report on Form 8-K, even if subsequently made available by EnerSys on its website or otherwise. EnerSys does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this Current Report on Form 8-K.
Although EnerSys does not make forward-looking statements unless it believes it has a reasonable basis for doing so, EnerSys cannot guarantee their accuracy. The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. For a list of other factors which could affect EnerSys’ results, including earnings estimates, see EnerSys’ filings with the Securities and Exchange Commission, including "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations," including "Forward-Looking Statements," set forth in EnerSys’ Quarterly Report on Form 10-Q for the period ended June 29, 2014. No undue reliance should be placed on any forward-looking statements.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release, dated August 13, 2014, of EnerSys.
Signature(s)
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.
|
| | | |
| | | |
| | EnerSys | |
| | | |
Date: August 13, 2014 | By: | /s/ Richard W. Zuidema | |
| | Richard W. Zuidema | |
| | Executive Vice President | |
| | | |
| | | |
| | | |
| | | |
Exhibit Index
|
| | |
Exhibit No.
| | Description
|
EX-99.1 | | Press Release, dated August 13, 2014, of EnerSys. |