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): 8/19/09 (8/19/09)
EnerSys
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32253
| Delaware | 23-3058564 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2366 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices, including zip code)
(610) 208-1991
(Registrant’s telephone number, including area code)
(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:
| ¨ | 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)) |
| Item 8.01. | Other Events |
On August 19, 2009, EnerSys issued a press release announcing that certain of its stockholders plan to sell 3,200,000 shares of its common stock to Goldman, Sachs & Co. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. In connection with the sale by certain of its stockholders, the Company is filing updated risk factors with respect to an investment in its common stock and additional information with respect to the selling stockholders.
| Shares of Common Stock Beneficially Owned Before Offering |
Shares of Common Stock to be Sold in the Offering |
Shares of Common Stock Beneficially Owned After Offering |
||||||||||
| Number | Percent | Number | Number | Percent | ||||||||
| Morgan Stanley Dean Witter Capital Partners IV, L.P. |
5,190,119 | 10.80 | % | 2,632,120 | 2,557,999 | 5.32 | % | |||||
| MSDW IV 892 Investors, L.P. |
442,237 | 0.92 | % | 224,276 | 217,961 | 0.45 | % | |||||
| Morgan Stanley Dean Witter Capital Investors IV, L.P. |
141,843 | 0.30 | % | 71,934 | 69,909 | 0.15 | % | |||||
| First Plaza Group Trust |
228,186 | 0.47 | % | 115,722 | 112,464 | 0.23 | % | |||||
| Performance Direct Investments I. L.P. |
307,506 | 0.64 | % | 155,948 | 151,558 | 0.32 | % | |||||
Risks Related to Our Common Stock
Our stock price may be volatile, and your investment in our common stock could decline in value.
The price of our common stock on the New York Stock Exchange constantly changes. In the 12 month period ended August 18, 2009, the price per share of our common stock has ranged from $5.71 to $30.02 per share. We expect that the market price of our common stock will continue to fluctuate. Holders of our common stock will be subject to the risk of volatility and depressed prices. Our common stock price can fluctuate as a result of a variety of factors, many of which are beyond our control. In addition, the stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the market price of our common stock.
Our revenues and operating results may fluctuate in future periods, and we may fail to meet expectations, which may cause the price of our common stock to decline.
Our quarterly operating results are difficult to predict and may fluctuate significantly from period to period. We cannot predict with certainty the timing or level of sales of our products in the future. If our quarterly sales or operating results fall below the expectations of investors or securities analysts, the price of our common stock could decline substantially. Our operating results may fluctuate due to various factors including, among other things, the continual pricing pressure of our extremely competitive industry, cyclical industry conditions and volatile raw materials costs as well as our exposure to the risk of material environmental, health and safety liabilities as a result of our use of significant amounts of lead and acid in our operations. As a result of these factors, we believe that period-to-period comparisons of our operating results are not a good indication of our future performance.
We have not paid, and may not pay, dividends and therefore, unless our stock appreciates in value, investors in our stock may not benefit from holding our stock.
We have not issued a cash dividend on our common stock since we became a public company and we presently intend to continue this policy. Furthermore, our existing U.S. credit facilities limit our ability to pay dividends. As a result, investors in our common stock may not be able to benefit from owning our common stock unless the shares that these investors acquire appreciate in value.
Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent a change in control of our company even if some stockholders might consider such a development favorable, which may adversely affect the price of our common stock.
Certain provisions in our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of incorporation authorizes our board of directors to issue shares of preferred stock to which special rights may be attached, including voting and dividend rights. With these rights, preferred stockholders could make it more difficult for a third party to acquire us. In addition, our certificate of incorporation provides for a staggered board of directors, whereby directors serve for three-year terms, with approximately one third of the directors coming up for reelection each year. Having a staggered board of directors makes it more difficult for a third party to obtain control of our board of directors through a proxy contest, which may be a necessary step in an acquisition of us that is not favored by our board of directors.
In addition, certain other provisions of our corporate documents regarding special meetings of stockholders, advance notice requirements for stockholder proposals and director nominations and amendments of the bylaws and prohibiting stockholder action by written consent and cumulative voting may also discourage, delay or prevent a merger or acquisition involving us that our stockholders may consider favorable.
We are also subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law. Under these provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with that person for three years without special approval, which could discourage a third party from making a takeover offer and could delay or prevent a change of control. For purposes of Section 203, an “interested stockholder” means, generally, someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of our outstanding voting stock during the past three years, subject to certain exceptions as described in Section 203.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
99.1 Press Release, dated August 19, 2009.
Signature(s)
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.
| EnerSys | ||||
| Date: August 19, 2009 | By: | /s/ Michael T. Philion | ||
| Michael T. Philion | ||||
| Executive Vice President - Finance and Chief Financial Officer | ||||
Exhibit Index
| Exhibit No. |
Description | |
| EX-99.1 | Press Release, dated August 19, 2009 |
Exhibit 99.1
EnerSys Announces Sale of 3,200,000 Shares of Common Stock by Certain Stockholders
Reading, PA, USA, August 19, 2009 – EnerSys (NYSE: ENS) announced today that certain of its stockholders, including affiliates of Metalmark Capital LLC, and certain other institutional investors, have agreed to sell 3,200,000 shares of its common stock to Goldman, Sachs & Co. All net proceeds from the sale of the common stock will be received by the selling stockholders. EnerSys will not receive any of the proceeds.
The shares are being sold in an at-the-market offering pursuant to an effective shelf registration statement.
This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, EnerSys’ common stock or any other securities, nor shall there be any sale of securities mentioned in this press release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
A copy of the prospectus relating to these securities may be obtained, when available, from Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004 Attention: Prospectus Department (212-902-1171).
About EnerSys: EnerSys, the world leader in stored energy solutions for industrial applications, manufactures and distributes reserve power and motive power batteries, chargers, power equipment, and battery accessories to customers worldwide. Motive power batteries are utilized in electric fork trucks and other commercial electric powered vehicles. Reserve power batteries are used in the telecommunication and utility industries, uninterruptible power suppliers, and numerous applications requiring standby power. The Company also provides aftermarket and customer support services to its customers from over 100 countries through its sales and manufacturing locations around the world.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management’s current expectations and are subject to uncertainties and changes in circumstances, including the sale by the selling stockholders in the proposed offering. There can be no assurances that the proposed offering will be consummated. The Company’s actual results may differ materially from the forward-looking statements for a number of reasons. For a list of the factors, which could affect the Company’s results, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” including “Forward-Looking Statements,” set forth in each of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2009, which was filed with the U.S. Securities and
Exchange Commission. The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.