Attached files

file filename
EX-1.1 - EX-1.1 - Atkore Inc.d541989dex11.htm

 

 

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 Reported Event): February 20, 2018 (February 14, 2018)

 

 

LOGO

 

 

Atkore International Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37793   90-0631463

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

16100 South Lathrop Avenue

Harvey, Illinois

  60426
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (708) 339-1610

Not Applicable

(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))

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.  ☐

 

 

 

 


Item 8.01 Other Events

On February 14, 2018, Atkore International Group Inc. (the “Company”), CD&R Allied Holdings, L.P. and certain other stockholders (collectively, the “Selling Stockholders”) and Morgan Stanley & Co. LLC (the “Underwriter”) entered into an underwriting agreement (the “Underwriting Agreement”) pursuant to which the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 6,000,000 shares of the Company’s common stock, par value $0.01 per share. CD&R Allied Holdings, L.P. also granted the Underwriter a 30-day option to purchase up to an additional 900,000 common shares of the Company.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the copy thereof, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit Number

  

Description

1.1    Underwriting Agreement, dated February 14, 2018, among Atkore International Group Inc., the selling stockholders named therein and Morgan Stanley & Co. LLC


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 20, 2018   Atkore International Group Inc.
  By:  

/s/ Daniel S. Kelly

    Daniel S. Kelly
    Vice President, General Counsel and Secretary