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 30, 2009 (Date of earliest event reported September 29,
2009)
RBC
BEARINGS INCORPORATED
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
Delaware
|
333-124824
|
95-4372080
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
Tribology Center
Oxford,
CT 06478
(Address
of Principal Executive Offices, Including Zip Code)
(203)
267-7001
(Registrant’s
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):
□
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))
Page
1
Item 8.01. Other
Events.
On
September 29, 2009 RBC Bearings Incorporated (the “Company”) announced that it
has acquired certain assets of Lubron Bearing Systems for approximately $2.9
million in cash and the assumption of certain liabilities. A copy of
the press release announcing the acquisition 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
September 29, 2009.
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 30, 2009
|
RBC
BEARINGS INCORPORATED
|
||
|
By:
|
/s/
Thomas J. Williams
|
|
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Name:
Thomas J. Williams
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||
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Title:
Corporate General Counsel &
Secretary
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||
Page
2
Press
release
RBC
Bearings Incorporated Completes the Acquisition of Lubron Bearing
Systems
Oxford,
CT – September 29, 2009 – RBC 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 it has acquired certain assets of Lubron Bearing Systems (“Lubron”) for
approximately $2.9 million.
Lubron
located in Huntington Beach, California, is a manufacturer of highly engineered
self-lubricating bearings used in bridge building, power generation, subsea oil
production, and earthquake seismic isolation. Recent projects include
the new San Francisco Bay Bridge, high speed railway bridges in Greece, London’s
Thames flood barrier, Grand Coulee Dam, and nuclear power plants in
Korea.
Dr.
Michael J. Hartnett, Chairman and Chief Executive Officer, commented, “The
addition of Lubron’s very unique and complimentary bearings to our portfolio of
highly engineered products increases the breadth of our current offering to
customers while also increasing our prospects for future growth. The acquisition
is in line with our strategy of product portfolio expansion to supply the
expanding markets of infrastructure repair and construction."
About RBC
Bearings
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 1,813 people and
operates 22 manufacturing facilities in four 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
section of this press release entitled “Outlook”; any projections of earnings,
revenue or other financial items relating to the Company, any statement of the
plans, strategies and objectives of management for future operations; any
statements concerning proposed future growth rates in the markets we serve; any
statements of belief; any characterization of and the Company’s ability to
control contingent liabilities;
anticipated
trends in the Company’s 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 our ability
to integrate acquired companies or assets, general economic conditions,
geopolitical factors, future levels of general industrial manufacturing
activity, future financial performance, market acceptance of new or enhanced
versions of the Company’s products, the pricing of raw materials, changes in the
competitive environments in which the Company’s businesses operate, the outcome
of pending or future litigation and governmental proceedings and approvals,
estimated legal costs, increases in interest rates, the Company’s ability to
meet its debt obligations, and risks and uncertainties listed or disclosed in
the Company’s reports filed with the Securities and Exchange Commission,
including, without limitation, the risks identified under the heading “Risk
Factors” set forth in the Company’s Annual Report filed on Form 10-K. The
Company does not intend, and undertakes no obligation, to update or alter any
forward-looking statement.
Contacts
RBC
Bearings
Daniel A.
Bergeron
203-267-5028
dbergeron@rbcbearings.com
FD
Michael
Cummings
617-747-1796
investors@rbcbearings.com