8-K: Current report filing
Published on June 15, 2016
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
June 15, 2016
Date of Report (Date of Earliest Event Reported)
Fortive Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-37654 | 47-5654583 | ||
(State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
6920 Seaway Blvd
Everett, WA 98203
(Address of principal executive offices)
Registrants telephone number, including area code: (425) 446-5000
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 |
Fortive Corporation (the Company) previously filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form 10, initially filed on December 3, 2015 (as amended, the Registration Statement), relating to the separation of the Company from Danaher Corporation (Danaher) and the distribution of Fortives outstanding common stock held by Danaher to Danahers stockholders (other than fractional shares, which will be aggregated and sold into the public market and the proceeds distributed to Danaher stockholders) (the Distribution). On May 20, 2016, the Registration Statement was declared effective by the SEC. The Registration Statement includes a preliminary information statement that describes the Distribution and provides important information regarding the Companys business and management.
The final information statement, dated June 15, 2016 (the Information Statement), is attached hereto as Exhibit 99.1. On or about June 15, 2016, Danaher will mail the Information Statement to its stockholders of record as of close of business on June 15, 2016 (the Record Date).
As further described in the Information Statement, Danaher expects to distribute one share of the Companys common stock for every two shares of Danaher common stock held as of the Record Date. Subject to the satisfaction or waiver of the conditions for the Distribution, which are described in the Information Statement, the Distribution is expected to occur on July 2, 2016. Because July 2, 2016 is a Saturday and not a business day, the shares are expected to be credited to street name stockholders through the Depository Trust Corporation (DTC) on the first trading day thereafter, Tuesday, July 5, 2016. The Companys common stock is expected to begin trading regular way on the New York Stock Exchange under the ticker symbol FTV on July 5, 2016, the first trading day following the Distribution.
Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the U.S. Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Exhibit |
|
99.1 | Information Statement of Fortive Corporation, dated June 15, 2016 |
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.
FORTIVE CORPORATION | ||
By: | /s/ Daniel B. Kim | |
Name: Daniel B. Kim | ||
Title: Associate General Counsel |
Date: June 15, 2016
EXHIBIT INDEX
Exhibit |
Exhibit |
|
99.1 | Information Statement of Fortive Corporation, dated June 15, 2016 |