Curtiss Wright Corp 8-K/A, filed Mar 3, 2020
Curtiss Wright Corp (CW)
8-K/A
2020-03-03
For: 2020-03-02
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Added on
April 09, 2026
About this 8-K/A
Curtiss Wright Corp filed this 8-K/A on March 3, 2020, reporting on events of March 2, 2020.
Items reported
- Item 8.01: Other events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2020
CURTISS-WRIGHT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: (704 ) 869-4600
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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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |||||||||||||||||
| 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. | ☐ | ||||||||||||||||
EXPLANATORY NOTE
The registrant hereby amends its Current Report on Form 8-K previously filed on December 2, 2019 (the “Original Form 8-K”) solely for the purpose to reflect a change to the price grid under the $100 million written trading plan adopted by the registrant under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. This Amendment amends and restates the Original Form 8-K in its entirety.
Item 8.01 Other Events
On December 2, 2019, Curtiss-Wright Corporation (the “Company”) adopted two written trading plans under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company implemented these written trading plans in connection with its previous announced share repurchase program, which was authorized by the Company’s Board of Directors on May 15, 2019. Under the share repurchase program, the Company may purchase up to $200 million of its outstanding common stock.
The first trading plan will include purchases in the total amount of $50 million executed equally over the course of calendar year 2020. This written trading plan will not be effected before January 2, 2020 and will cease on December 31, 2020.
The second trading plan will include purchases in the total amount of $100 million. The Company cannot predict when or if it will repurchase any shares of Common Stock as such plan includes a price grid, including a price limit where the Company would not buy shares under the Rule 10b5-1 plan. This written trading plan will not be effected before January 2, 2020 and will cease on December 31, 2020.
Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. A broker selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. After the expiration of the current trading plan, the Company may from time to time enter into subsequent trading plans under Rule 10b5-1 to facilitate the repurchase of its common stock pursuant to its share repurchase program.
Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its common stock pursuant to a 10b5-1 trading plan. By their nature, forward-looking information and statements are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed on the New York Stock Exchange; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company’s 2019 Annual Report on Form 10-K filed with the SEC on February 27, 2020, includes information regarding other risk factors and cautionary information. The Company does not undertake to update any forward looking statements or information, including those contained in this report.
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.
| CURTISS-WRIGHT CORPORATION | ||||||||
| By: /s/ Glenn E. Tynan | ||||||||
| Glenn E. Tynan | ||||||||
| Vice President and | ||||||||
| Chief Financial Officer | ||||||||
Date: March 3, 2020 | ||||||||