fss-20221003

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): October 3, 2022

___________________________________

Federal Signal Corporation

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

001-6003

36-1063330

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

1415 W. 22nd Street, Oak Brook, Illinois

(Address of principal executive offices)

60523

(Zip Code)

(630) 954-2000

(Registrant’s telephone number, including area code)

___________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FSS	New York Stock Exchange

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 ☐

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 8.01 Other Events.

As previously reported in the Current Report on Form 8-K filed September 7, 2022, Federal Signal Corporation announced the signing of a definitive agreement (the “Agreement”) to acquire substantially all the assets and operations of TowHaul Corporation, a leading manufacturer of off-road towing and hauling equipment (the “Acquisition”). On October 3, 2022, the Acquisition closed pursuant to the terms and conditions of the Agreement.

A copy of the related press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits
	99.1	Federal Signal Corporation Press Release, dated October 3 , 202 2 .
	104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.


	FEDERAL SIGNAL CORPORATION

Dated: October 3, 2022	By:	/s/ Ian A. Hudson
		Ian A. Hudson, Senior Vice President and Chief Financial Officer

FOR IMMEDIATE RELEASE Federal Signal Completes Acquisition of TowHaul Corporation OAK BROOK, Illinois, October 3, 2022 — Federal Signal Corporation (NYSE: FSS) (the “Company”), a leader in environmental and safety solutions, today announced that it has completed the acquisition of substantially all the assets and operations of TowHaul Corporation (“TowHaul”), a leading manufacturer of off-road towing and hauling equipment, for a purchase price of $46.1 million, subject to post-closing adjustments. The signing of the purchase agreement was previously announced on September 7, 2022. “We are thrilled to complete the TowHaul acquisition, and strengthen our position as an industry-leading, diversified industrial manufacturer of specialized vehicles for maintenance and infrastructure markets,” said Jennifer L. Sherman, President and Chief Executive Officer. “The acquisition creates a platform that can serve its global customer base with a broader range of world-class products and solutions and provides opportunity for long-term value creation through operational improvement and organic growth initiatives.” The Company expects the acquisition to be accretive in 2023. About Federal Signal Federal Signal Corporation (NYSE: FSS) builds and delivers equipment of unmatched quality that moves material, cleans infrastructure, and protects the communities where we work and live. Founded in 1901, Federal Signal is a leading global designer, manufacturer and supplier of products and total solutions that serve municipal, governmental, industrial and commercial customers. Headquartered in Oak Brook, Ill., with manufacturing facilities worldwide, the Company operates two groups: Environmental Solutions and Safety and Security Systems. For more information on Federal Signal, visit: www.federalsignal.com. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 This release contains unaudited financial information and various forward-looking statements as of the date hereof and we undertake no obligation to update these forward-looking statements regardless of new developments or otherwise. Statements in this release that are not historical are forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Such risks and uncertainties include but are not limited to: direct and indirect impacts of the coronavirus pandemic and the associated government response, risks and adverse economic effects associated with emerging geopolitical conflicts, product and price competition, supply chain disruptions, work stoppages, availability and pricing of raw materials, cybersecurity risks, risks associated with acquisitions such as integration of operations and achieving anticipated revenue and cost benefits, foreign currency exchange rate changes, interest rate changes, increased legal expenses and litigation results, legal and regulatory developments and other risks and uncertainties described in filings with the Securities and Exchange Commission. Contact: Ian Hudson, Chief Financial Officer, +1-630-954-2000, [email protected]