UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: September 1, 2006 (Date of earliest event reported: August 31, 2006)
RBC BEARINGS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware |
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333-124824 |
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95-4372080 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
One Tribology Center
Oxford, CT 06478
(Address of Principal Executive Offices, Including Zip Code)
(203) 267-7001
(Registrants Telephone Number, Including Area Code)
N/A
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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))
ITEM 8.01. OTHER EVENTS
On August 31, 2006, RBC Bearings Incorporated (the Company) announced that its Board of Directors authorized the Company to repurchase up to $7.5 million of the Companys common stock during the Companys Fiscal Year 2007, from time to time on the open market, in block trade transactions and through privately negotiated transactions depending on market conditions, alternative uses of capital and other factors. Purchases may be commenced, suspended or discontinued at any time without prior notice. A copy of the press release announcing the Board of Directors authorization of the stock repurchase is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release of RBC Bearings Incorporated dated August 31, 2006.
SIGNATURES
According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: September 1, 2006
RBC BEARINGS INCORPORATED |
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By: |
/s/ Thomas J. Williams |
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Name: Thomas J. Williams |
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Title: Corporate General Counsel & Secretary |
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RBC Bearings Incorporated Announces Share Repurchase Program
Oxford, CTAugust 31, 2006RBC Bearings Incorporated (Nasdaq: ROLL), a leading international manufacturer of highly-engineered precision plain, roller and ball bearings for the industrial, defense and aerospace industries, today announced that its Board of Directors has authorized the repurchase of up to $7,500,000 of the Companys common stock.
This stock repurchase program underscores our belief in RBCs market positioning and long-term prospects, said Dr. Michael J. Hartnett, Chairman, President and Chief Executive Officer. Repurchasing stock at current valuation levels is a prudent use of cash and represents an opportunity to enhance long-term shareholder value. This repurchase program will help offset dilution from outstanding options, warrants and restricted stock, while allowing us to continue to execute on our operational and strategic growth initiatives.
The repurchase program is effective immediately and may be conducted from time to time in the open market or through block trades or privately negotiated transactions. The timing and amount of specific repurchases are subject to the requirements of the Securities and Exchange Commission, market conditions, alternative uses of capital and other factors. Purchases may be commenced, suspended or discontinued at any time without prior notice.
RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, the Company is primarily focused on producing highly technical or regulated bearing products requiring sophisticated design, testing and manufacturing capabilities for the diversified industrial, aerospace and defense markets. Headquartered in Oxford, Connecticut, RBC Bearings currently employs approximately 1,700 people and operates 15 manufacturing facilities in three countries.
Safe Harbor for Forward Looking Statements
Certain statements in this press release contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items, any statement of the plans, strategies and objectives of management for future operations; any statements concerning liquidity or future financial flexibility; any statements of belief; characterization of the Companys ability to control contingent liabilities; any anticipated trends in the Companys businesses; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words may,
estimate, intend, continue, believe, expect, anticipate and other similar words. Although the Company believes that the expectations reflected in any forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties beyond the control of the Company. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to general economic conditions, geopolitical factors, future levels of general industrial manufacturing activity, future financial performance, market acceptance of new or enhanced versions of the Companys products, the pricing of raw materials, changes in the competitive environments in which the Companys businesses operate, the outcome of pending or future litigation and governmental proceedings and approvals, estimated legal costs, increases in interest rates, the Companys ability to meet its debt obligations, and risks and uncertainties listed or disclosed in the Companys reports filed with the Securities and Exchange Commission, including, without limitation, the risks identified under the heading Risk Factors set forth in the Companys Annual Report on Form 10K for the fiscal year ended April 1, 2006 and other filings made by the Company with the Securities and Exchange Commission. The Company does not intend, and undertakes no obligation, to update or alter any forward-looking statement.
RBC Bearings
Daniel A. Bergeron
203-267-5028
dbergeron@rbcbearings.com
Ashton Partners
Lauren Murphy
617-275-8745
investors@rbcbearings.com