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): October 28, 2009
(Exact name of registrant as specified in its charter)
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Connecticut
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1-2958
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06-0397030 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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584 Derby Milford Road, Orange, Connecticut
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06477 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: 203 799 4100
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))
Item 8.01 Other Events.
On October 28, 2009, Hubbell Incorporated entered into an underwriting agreement with Morgan
Stanley & Co. Incorporated and J.P. Morgan Securities Inc., as representatives for the several
underwriters named therein, relating to the public offering of 2,600,000 shares of its Class B
common stock at a purchase price per share of $43.00, less underwriting discounts and commissions.
Pursuant to the underwriting agreement, Hubbell Incorporated has granted the underwriters an option
for a period of 30 days to purchase up to an additional 390,000 shares of Class B common stock.
The shares were offered and sold under Hubbell Incorporateds effective Registration Statement on
Form S-3 (File No. 333-151206)
The offering closed on November 3, 2009. After deducting underwriting discounts and
commissions, Hubbell Incorporated will receive proceeds of $106.5 million. Hubbell Incorporated
expects to use the proceeds of the offering, after deducting other offering expenses, for general
corporate purposes, including the repayment of approximately $66 million in short-term commercial
paper borrowings which remain outstanding following the acquisition of FCI Americas, Inc. (the
business known as Burndy®) after giving effect to repayments and reborrowings following the closing
of the acquisition on October 2, 2009.
A copy of the underwriting agreement is filed as Exhibit 1.1 to this report, and the
description of the terms of the underwriting agreement is qualified in its entirety by reference to
such exhibit and is incorporated herein by reference.
A copy of the legal opinion of Day Pitney LLP, relating to the validity of the shares to be
issued in the public offering, is filed as Exhibit 5.1 to this report and is filed with reference
to, and is hereby incorporated by reference into, the Registration Statement on Form S-3 (File No.
333-151206).
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Document Description |
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1.1
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Underwriting Agreement, dated as of October 28,
2009, between Hubbell Incorporated and Morgan
Stanley & Co. Incorporated and J.P. Morgan
Securities Inc., as representatives for the
several underwriters named in Schedule I
thereto. |
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5.1
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Opinion of Day Pitney LLP. |
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23.1
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Consent of Day Pitney (included in Exhibit 5.1). |