- Current report filing (8-K)
29 April 2010 - 5:48PM
Edgar (US Regulatory)
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
26, 2010
REGAL BELOIT
CORPORATION
(Exact
name of registrant as specified in its charter)
Wisconsin
|
1-7283
|
39-0875718
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
200 State
Street, Beloit, Wisconsin 53511
(Address
of principal executive offices, including zip code)
(608)
364-8800
(Registrant’s
telephone number, including area code)
_______________________
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
3.02
Unregistered Sales of Equity
Securities.
On April
26, 2010, Regal Beloit Corporation (the “Company”) issued an aggregate of
866,482 shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), upon conversion of $37.0 million principal amount (the
“Converted Notes”) of the Company’s 2.75% Convertible Senior Subordinated Notes
Due 2024. As permitted by the Indenture, dated as of April 5, 2004,
between the Company and U.S. Bank National Association, as supplemented by the
First Supplemental Indenture, dated as of December 9, 2004, relating to the
Convertible Notes (the “Indenture”), the Company settled the principal amount of
the Converted Notes in cash and the premium in shares of Common
Stock. Based on the Conversion Rate (as defined in the Indenture) in
effect at the time of the applicable conversions, the premium owing on the
Converted Notes equaled 866,482 shares of Common Stock in
aggregate. The issuance of such shares qualified for the exemption
provided by Section 3(a)(9) of the Securities Act of 1933, as
amended. The Company received no additional consideration for the
shares.
Item
5.02
|
Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain
Officers.
|
As
previously announced, David A Barta, the Company’s Vice President and Chief
Financial Officer, will be leaving the Company effective May 14,
2010. On April 26, 2010, the Company’s Board of Directors appointed
Peter J. Rowley, the Company’s Controller, as the Company’s Principal Accounting
Officer, with such appointment to be effective May 14, 2010.
Item
5.07
Submission of Matters to a
Vote of Security Holders.
On April 26, 2010, the Company held its
Annual Meeting of Shareholders for the purpose of electing three Class B
Directors and ratifying the selection of Deloitte & Touche LLP as the
Company’s independent auditors for 2010.
The
voting results on the two matters were as follows:
Election
of Class B Directors:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON-VOTES
|
Christopher
L. Doerr
|
32,668,070
|
132,383
|
13,454
|
0
|
Mark
J. Gliebe
|
32,665,495
|
135,255
|
13,157
|
0
|
Curtis
W. Stoelting
|
32,669,666
|
130,788
|
13,453
|
0
|
Ratification
of the appointment of Deloitte & Touche LLP to serve as the Company’s
independent auditors for 2010:
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON-VOTES
|
33,468,801
|
617,365
|
17,461
|
1,289,720
|
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.
REGAL BELOIT
CORPORATION
Date: April
29,
2010
By:
/s/ Paul J.
Jones
Paul J. Jones
Vice President, General
Counsel and Secretary
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