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
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August 11, 2005 |
Regal-Beloit Corporation
(Exact name of registrant as specified in its charter)
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| Wisconsin
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1-7283
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39-0875718 |
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| (State or other |
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(Commission File |
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(IRS Employer |
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Number)
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Identification No.) |
| incorporation)
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200 State Street, Beloit, Wisconsin 53511-6254
(Address of principal executive offices, including Zip code)
(608) 364-8800
(Registrant’s telephone number)
Not Applicable
(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:
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On August 11, 2005, REGAL-BELOIT Corporation (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) by and among the Company, General Electric Company (“GE”)
and Robert W. Baird & Co. Incorporated, Banc of America Securities LLC, Wachovia Securities,
Jefferies & Company, Inc., Barrington Research Associates, Inc. and Morgan Joseph & Co. Inc.
(collectively, the “Underwriters”).
Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriters agreed
to purchase for resale to the public (the “Public Offering”), subject to the terms and conditions
expressed therein, 1,330,714 shares of the Company’s common stock, par value $0.01 per share, and
accompanying common stock purchase rights (together, the “Common Stock”), at a price per share of
$30.150, less an underwriting discount of $1.356 per share. Pursuant to the Underwriting Agreement,
GE has also agreed to sell 3,964,390 shares of Common Stock in the Public Offering at the same
price per share. The Public Offering is expected to close on August 16, 2005. The Company and GE,
on a pro rata basis, have granted to the underwriters a 30-day
option to purchase up to 794,265 additional shares of Common Stock at the same price per share solely to cover over-allotments, if
any.
Under the terms of the Underwriting Agreement, the Company has agreed to indemnify the
Underwriters against certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, and liabilities arising from breaches of the Company’s representations and
warranties contained in the Underwriting Agreement.
The shares of the Company’s common stock sold pursuant to the Underwriting Agreement was
registered pursuant to an effective shelf Registration Statement on Form S-3 (Registration No.
333-122823) that the Company filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
The foregoing description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of
which is filed herewith as Exhibit 1 and is incorporated herein by reference.
Item 8.01. Other Events.
The information set forth in Item 1.01 is incorporated herein by reference.
In connection with the Company filing with the Securities and Exchange Commission a definitive
prospectus supplement, dated August 11, 2005, and prospectus, dated April 15, 2005, relating to the
Public Offering described above, the Company is filing as exhibits to this Current Report an
opinion and consent of Foley & Lardner LLP, legal counsel to the Company, issued to the Company as
to the validity of the shares of common stock (and accompanying common stock purchase rights) being
offered in the Public Offering.