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): July 17, 2018 (July 16, 2018)

KLX Inc.

(Exact name of Registrant as specified in charter)

Registrant’s telephone number, including area code: (561) 383-5100

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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 o

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

Item 1.01 Entry into a Material Definitive Agreement.

On July 13, 2018, KLX Inc. (“KLX” or the “Company”) entered into several agreements with its wholly owned subsidiaries, KLX Energy Services Holdings, Inc. and KLX Energy Services LLC, that will govern the relationship of the parties following the spin-off of the Company’s Energy Services Group to its stockholders, including a Distribution Agreement, an Employee Matters Agreement, an IP Matters Agreement and a Transition Services Agreement.

A summary of the material terms of these agreements can be found in the Company’s Current Report on Form 8-K, filed on May 1, 2018, under Item 8.01 in the section entitled “Spin-Off Agreements,” which summary is incorporated herein by reference.  The summary is qualified in its entirety by reference to the Distribution Agreement, Employee Matters Agreement, IP Matters Agreement and Transition Services Agreement filed as Exhibits 2.1, 2.2, 2.3 and 2.4, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference.

Item 8.01 Other Events.

On July 17, 2018, the Company issued a press release announcing that the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), expired with respect to the previously announced merger (the “Merger”) between the Company and a wholly owned subsidiary (“Merger Sub”) of The Boeing Company (“Boeing”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 30, 2018, by and among KLX, Boeing and Merger Sub, as amended by Amendment No. 1 thereto, dated as of June 1, 2018.  Expiration of the waiting period under the HSR Act satisfies one of the conditions to the closing of the Merger.  Consummation of the Merger remains subject to other closing conditions in the Merger Agreement.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Statement on Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements, including those regarding the timing and consummation of the transactions described herein, involve risks and uncertainties. The actual experience and results of the Company may differ materially from the experience and results anticipated in such statements. Factors that might cause such a difference include those discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”), which include its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the Form 10 to be filed in connection with the proposed spin-off of the Energy Services Group. For more information, see the sections entitled “Risk Factors” and “Forward-Looking Statements” contained in the Company’s Annual Report on Form 10-K and its other filings. The forward-looking statements included in this communication are made only as of the date hereof and, except as required by federal securities laws and rules and regulations of the SEC, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

In connection with the proposed transaction between KLX and Boeing, KLX has filed a preliminary proxy statement with the SEC. The definitive proxy statement, when available, will be sent or given to KLX stockholders. KLX will also file with the SEC a registration statement with respect to the spin-off of its Energy Services Group. KLX STOCKHOLDERS ARE ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and security holders will be able to obtain the documents free of charge when they are available at the SEC’s website, www.sec.gov, or from KLX at its website, www.klx.com, or by contacting KLX Investor Relations at (561) 383-5100.

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Participants in Solicitation

KLX and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning KLX’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is set forth in Amendment No. 1 to KLX’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 filed with the SEC on May 22, 2018. A more complete description will be available in the definitive proxy statement with respect to the merger and the registration statement with respect to the spin-off when they become available.

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Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

*      Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any omitted schedule to the SEC upon request.

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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.

Dated: July 17, 2018

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