AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February
WATER TECHNOLOGIES, INC.
Name of Registrant as Specified in its Charter)
or Other Jurisdiction
Chestnut Street, North Andover, Massachusetts 01845
of Principal Executive Offices) (Zip Code)
telephone number, including area code)
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 (see General
Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
1.01. Entry into a Material Definitive Agreement.
Water Technologies, Inc. (the “Registrant”) and Kennett F. Burnes entered into
an indemnification agreement dated as of February 9, 2009 in connection with his
election as a director of the Registrant.
indemnification agreement entered into between the Registrant and Mr. Burnes is
the Registrant’s standard form of indemnification agreement, a copy of which was
filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended June 29, 2008. The indemnification agreement provides
indemnity, including the advancement of expenses, to the directors and certain
officers of the Registrant against liabilities incurred in the performance of
their duties to the fullest extent permitted by the General Corporation Law of
the State of Delaware.
2.02. Results of Operations and Financial
February 10, 2009, the Registrant announced its financial results for the fiscal
quarter and year ended December 31, 2008. The full text of the press
release issued in connection with the announcement is attached as Exhibit 99.1
to this Current Report on Form 8-K.
information in Item 2.02 of this Current Report on Form 8-K and the Exhibit
attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a
2.05. Costs Associated with Exit or Disposal
February 10, 2009, the Board of Directors approved an expansion of its
previously announced program to consolidate the Registrant’s manufacturing
footprint in North America and China. The plan provides for the
closure of three plants, with those operations being moved to existing
facilities in either North America or China or relocation to a new central
facility in the United States.
footprint consolidation pre-tax charge will be approximately $11.7 million,
including severance charges of approximately $3.2 million, relocation costs of
approximately $3.3 million and asset write-downs of approximately $5.2
million. The Registrant also expects to record a net gain on property
sales of $2.4 million. One-time tax charges of approximately $9.3
million are also expected to be incurred as part of the building
relocations. Positions being eliminated by this consolidation
will total approximately 400. The net after tax charge for this
manufacturing consolidation program is expected to be approximately $17.2
million ($4.4 million non-cash), with costs being incurred through December
2009. The Registrant expects to spend approximately $4.8 million in
capital expenditures to consolidate operations. The Registrant
expects this entire project will be self-funded through net proceeds from the
sale of buildings and other assets being disposed of as part of the
cash savings, net of tax, are estimated to be approximately $4.8 million, which
is expected to be fully realized in 2010. The Registrant expects that the
footprint consolidation project will be completed by the end of the second
quarter of 2010.
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
February 9, 2009, the Board of Directors of the Registrant elected Kennett F.
Burnes to serve as a member of the Registrant’s Board of Directors until the
Registrant’s 2009 Annual Meeting or until his successor has been duly elected
and qualified. Mr. Burnes was also appointed by the Board to serve as
a member of each of the Audit Committee and the Nominating and Corporate
Governance Committee of the Board of Directors.
Burnes, age 65, is the retired Chairman, President and Chief Executive Officer
of Cabot Corporation, a global specialty chemicals company. He was Chairman from
2001 to March 2008, President from 1995 to January 2008 and Chief Executive
Officer from 2001 to January 2008. Prior to joining Cabot Corporation in 1987,
Mr. Burnes was a partner at the Boston-based law firm of Choate,
Hall & Stewart, where he specialized in corporate and business law for
nearly 20 years. He is a director of State Street Corporation, a member of the
Dana Farber Cancer Institute’s Board of Trustees and a board member of New
England Conservatory. Mr. Burnes is also Chairman of the Board of Trustees
of the Schepens Eye Research Institute. Mr. Burnes holds both B.A. and
LL.B. degrees from Harvard University.
Burnes will receive a full quarterly installment of the cash retainer for
non-employee directors for the first quarter of 2009 in the amount of $7,500 and
will receive the standard compensation for all regular board meetings attended
in person. Mr. Burnes will also receive a pro-rated grant of stock
under the Registrant’s 2004 Stock Incentive Plan with a fair market value equal
to $33,750 based on the last sale price per share of the Registrant’s Class A
Common Stock on the New York Stock Exchange on February 13, 2009, the third
business day after the date that the Registrant releases its earnings results
for the quarter and year ended December 31, 2008.
are no transactions in which Mr. Burnes has an interest requiring disclosure
under Item 404(a) of Regulation S-K.
disclosure contained in Item 1.01 is incorporated herein by
9.01. Financial Statements and Exhibits
Exhibits. See Exhibit Index attached hereto.
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
February 10, 2009
WATER TECHNOLOGIES, INC.
Kenneth R. Lepage
release dated February 10, 2009