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): November 29, 2007
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 7.01. | Regulation FD Disclosure |
On November 29, 2007, EnerSys issued a press release announcing that certain of its stockholders plan to sell 5,000,000 shares of its common stock to Jefferies & Company, Inc. For additional information, reference is made to the press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
99.1 Press Release, dated November 29, 2007, regarding the common stock offering by certain stockholders.
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: November 29, 2007 | By: | /s/ Frank M. Macerato | ||
| Frank M. Macerato | ||||
| Vice President & General Counsel | ||||
Exhibit Index
| Exhibit No. | Description | |
| EX-99.1 | Press Release, dated November 29, 2007, regarding the common stock offering by certain stockholders. |
Exhibit 99.1
EnerSys Announces Sale of 5,000,000 Shares of Common Stock by Certain Stockholders
Reading, PA, USA, November 29, 2007—EnerSys (NYSE: ENS), announced today that certain of its stockholders, including affiliates of Metalmark Capital LLC and certain other institutional stockholders, have agreed to sell 5,000,000 shares of its common stock to Jefferies & Company, Inc. 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 by the selling stockholders 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.
The copy of the prospectus relating to these securities may be obtained, when available, from Jefferies & Company, Inc., Capital Markets, 520 Madison Avenue, New York, NY 10022: (888) 449-2342.
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 forklift 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
Forward Looking Statement
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 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,” and “Forward-Looking Statements,” set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, which was filed with the U.S. Securities and Exchange Commission.