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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Actuant Corp | NYSE:ATU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.87 | 0 | 01:00:00 |
Wisconsin
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36-0168610
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Rick T. Dillon
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Copy to:
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Executive Vice President and Chief Financial Officer
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John Tamisiea
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Actuant Corporation
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Eric Orsic
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N86 W12500 Westbrook Crossing
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McDermott Will & Emery LLP
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Menomonee Falls, Wisconsin 53051
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227 West Monroe Street
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Chicago, Illinois 60606
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Title of Securities to be Registered
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Amount to be registered
(1)
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Proposed maximum offering price per share
(1)
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Proposed maximum aggregate offering price
(2)
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Amount of registration fee
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Class A Common Stock, par value $0.20 per share
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6,125,000 shares
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$26.43
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$161,883,750
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$18,762.33
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(1)
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This registration statement covers 6,125,000 shares consisting of (i) 4,325,000 shares issuable under the Actuant Corporation 2017 Omnibus Incentive Plan (the “plan”) and (ii) 1,800,000 shares being registered to cover shares, if any, that become issuable, pursuant to the terms of the plan, upon the expiration, cancellation or forfeiture of existing awards under our previously registered stock plans. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of additional shares which may be issued if the anti-dilution and adjustment provisions of the plan become operative.
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(2)
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Pursuant to Rule 457(h), estimated solely for the purpose of computing the registration fee, based upon $26.43 per share, which is the average of the high and low sales prices of the Class A Common Stock reported on the New York Stock Exchange on January 13, 2017.
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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(b)
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That, for the purpose of determining any liability under the Securities Act of 1933 (the “Securities Act”), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(d)
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That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities
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ACTUANT CORPORATION
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||
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By:
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/s/ RICK T. DILLON
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Name:
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Rick T. Dillon
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Title:
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Executive Vice President and Chief Financial Officer (Principal Financial Officer)
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Signature
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Title
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/s/ RANDAL W. BAKER
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Director, President and Chief Executive Officer (Principal Executive Officer)
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Randal W. Baker
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/s/ ROBERT A. PETERSON
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Director, Chairman of the Board
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Robert A. Peterson
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/s/ GURMINDER S. BEDI
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Director
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Gurminder S. Bedi
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/s/ R. ALAN HUNTER, JR.
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Director
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R. Alan Hunter, Jr.
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/s/ DANNY L. CUNNINGHAM
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Director
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Danny L. Cunningham
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/s/ HOLLY A. VAN DEURSEN
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Director
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Holly A. Van Deursen
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/s/ DENNIS K. WILLIAMS
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Director
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Dennis K. Williams
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/s/ E. JAMES FERLAND
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Director
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E. James Ferland
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/s/ RICK T. DILLON
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer) |
Rick T. Dillon
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/s/ ROBERT A. WROCKLAGE
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Controller (Principal Accounting Officer)
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Robert A. Wrocklage
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Exhibit Number
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Description
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4.1(a)
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Amended and Restated Articles of Incorporation of Actuant Corporation (filed as Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2001 and incorporated herein by reference).
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4.1(b)
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Amendment to Amended and Restated Articles of Incorporation (filed as Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2003 and incorporated herein by reference).
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4.1(c)
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Amendment to Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2004 and incorporated herein by reference).
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4.1(d)
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Amendment to Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 18, 2006 and incorporated herein by reference).
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4.1(e)
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Amendment to Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 14, 2010 and incorporated herein by reference).
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4.2
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Amended and Restated Bylaws, as last amended effective July 22, 2015 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 23, 2015 and incorporated herein by reference).
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5.1
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Opinion (including consent) of McDermott Will & Emery LLP as to the legality of the securities to be issued.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Powers of Attorney (set forth on signature page).
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99.1
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Actuant Corporation 2017 Omnibus Incentive Plan (filed as Exhibit A to the definitive proxy statement dated December 5, 2016 relating to the Company’s annual meeting of shareholders held on January 17, 2017 and incorporated herein by reference).
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