Form 8-K - Current report

0000277509False00002775092024-10-042024-10-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 4, 2024

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Federal Signal Corporation

(Exact name of registrant as specified in its charter)

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Delaware

001-6003

36-1063330

(State or other jurisdiction  of incorporation)

(Commission File  Number)

(IRS Employer  Identification No.)

1333 Butterfield Road, Downers Grove, Illinois

(Address of principal executive offices)

60515

(Zip Code)

[phone]

(Registrant’s telephone number, including area code)

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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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1.00 per share			FSS			New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o   

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Item 8.01    Other Events.

On October 4, 2024, Federal Signal Corporation completed the acquisition of substantially all the assets and operations of Standard Equipment Company, a leading distributor of specialty maintenance and infrastructure equipment for municipal and industrial markets in parts of Illinois and Indiana.

A copy of the related press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)			Exhibits
			99.1			Federal Signal Corporation Press Release, dated October 7, 2024.
			104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 SIGNATURE

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.

			FEDERAL SIGNAL CORPORATION
Dated: October 7, 2024			By:			/s/ Ian A. Hudson
						Ian A. Hudson, Senior Vice President and Chief Financial Officer

 

Federal Signal Completes Acquisition of Standard Equipment Company Downers Grove, Illinois, October 7, 2024 — Federal Signal Corporation (NYSE: FSS) (“Federal Signal” or the “Company”), a leader in environmental and safety solutions, today announced that it has completed the acquisition of substantially all the assets and operations of Standard Equipment Company (“Standard” or “Standard Equipment”), a leading distributor of specialty maintenance and infrastructure equipment for municipal and industrial markets. Since 1969, Standard Equipment, with its principal location in Elmhurst, Illinois, has been an important partner for several of Federal Signal’s product lines including Vactor, Elgin, and TRUVAC, currently distributing these products in parts of Illinois and Indiana. Standard’s comprehensive suite of product and service offerings also includes rental equipment, used equipment, parts, and repair and maintenance for key product lines. “The acquisition of Standard further builds upon our aftermarket growth strategy that was originally put into action in 2016 and adds an experienced team with deep regional knowledge and great familiarity with Federal Signal products”, said Jennifer L. Sherman, President and Chief Executive Officer. “Standard expands our existing aftermarket platform by adding further scale and capabilities to our parts, services, rental, and used equipment operations. The acquisition also further increases our ability to target new customer cohorts, while expanding our footprint in an attractive geographic market that can be leveraged by additional Federal Signal product lines long term. We are excited to welcome Standard and its employees to the Federal Signal family.” The transaction includes an initial purchase price of $38.8 million, subject to certain closing adjustments, as well as a contingent earn-out payment of up to $4.8 million that is based on the achievement of certain financial targets over a specified performance period. The transaction closed on October 4, 2024. The Company expects the acquisition to be accretive to earnings and cash flow in 2025. About Federal Signal Federal Signal Corporation (NYSE: FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, manufacturer, and supplier of products and total solutions that serve municipal, governmental, industrial, and commercial customers. Headquartered in Downers Grove, Ill., with manufacturing facilities worldwide, the Company operates two groups:

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Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: www.federalsignal.com. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 This release contains various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in this release that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: economic and political uncertainty, risks and adverse economic effects associated with geopolitical conflicts, legal and regulatory developments, foreign currency exchange rate changes, inflationary pressures, product and price competition, supply chain disruptions, availability and pricing of raw materials, interest rate changes, risks associated with acquisitions such as integration of operations and achieving anticipated revenue and cost benefits, work stoppages, increases in pension funding requirements, cybersecurity risks, increased legal expenses and litigation results and other risks and uncertainties described in filings with the Securities and Exchange Commission. Contact: Ian Hudson, Chief Financial Officer, [phone], [e-mail]

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Document and Entity Information	Oct. 04, 2024
Cover [Abstract]
Title of 12(b) Security	Common Stock, par value $1.00 per share
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Entity Central Index Key	0000277509
Entity Registrant Name	Federal Signal Corporation
Document Period End Date	Oct. 04, 2024
Amendment Flag	false
Entity File Number	001-6003
Entity Tax Identification Number	36-1063330
Entity Address, Address Line One	1333 Butterfield Road
Entity Address, City or Town	Downers Grove
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60515
City Area Code	630
Local Phone Number	954-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Trading Symbol	FSS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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