PLPC Preformed Line Products Company

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): August 11, 2015

 

Preformed Line Products Company

(Exact name of registrant as specified in its charter)

 

Ohio		0-31164		34-0676895
(State or other jurisdiction of incorporation		(Commission File Number)		(IRS Employer Identification No.)

 

660 Beta Drive Mayfield Village, Ohio		44143
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (440) 461-5200

 

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))

  

 

ITEM 1.01

Entry into a Material Definitive Agreement.

 

Shares Purchase Agreements

 

On August 11, 2015, Preformed Line Products Company (the “Company”), upon the approval of the Audit Committee of the Board of Directors and the Board of Directors, purchased 30,713 Common Shares of the Company from a trust for the benefit of Barbara P. Ruhlman and a foundation of which Barbara P. Ruhlman, Robert G. Ruhlman, Randall M. Ruhlman and Bernard Karr are officers, at a price per share of $35.00. Barbara P. Ruhlman is a member of the Company’s Board of Directors and the mother of Robert G. Ruhlman and grandmother of J. Ryan Ruhlman, both of whom are members of the Board of Directors. Robert G. Ruhlman is Chairman, President and Chief Executive Officer of the Company. The purchase was consummated pursuant to two Shares Purchase Agreements both dated August 11, 2015, one between the Company and the trust and the other between the Company and the foundation.

 

Copies of the Shares Purchase Agreements are attached hereto as Exhibit 10.1 and Exhibit 10.2.

 

 

ITEM 9.01

Financial Statements and Exhibits

 

Exhibit No.	Description
10.1	Shares Purchase Agreement, Trust
10.2	Shares Purchase Agreement, Foundation

 

 

SIGNATURES

 

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.

 

 

	Preformed Line Products Company
Dated:    August 11, 2015	By:	/s/ Caroline Vaccariello
		Caroline Vaccariello
		General Counsel and Corporate Secretary

  

 

EXHIBIT INDEX

 

Exhibit No.	Description
10.1	Shares Purchase Agreement, Trust
10.2	Shares Purchase Agreement, Foundation

 

 

Exhibit 10.1

 

SHARES PURCHASE AGREEMENT

 

THIS SHARES PURCHASE AGREEMENT is made and entered into on August 11, 2015, by and between Preformed Line Products Company, an Ohio corporation (“Purchaser”), and the trustee under the Irrevocable Trust Agreement Between Barbara P. Ruhlman and Bernard L. Karr, dated July 29, 2008 (“Seller”).

 

RECITALS

 

A. Purchaser’s common shares, $2 par value, are traded on the NASDAQ National Market (the “NASDAQ”) under the symbol “PLPC” and Purchaser is a reporting company under the Securities Exchange Act of 1934, as amended. As a result, financial and other material business information about Purchaser is publicly available.

 

B. Seller is the trustee of a trust established by a shareholder and director of Purchaser. The Business Advisors of the trust are Robert Ruhlman, the Chairman, President, Chief Executive Officer, Board Member of Purchaser and a shareholder, and Randall Ruhlman, a shareholder of Purchaser. The trust is the owner of 892,722 common shares of Purchaser;

 

C. Seller approached Purchaser regarding Seller’s desire to sell 16,428 of Seller’s common shares to Purchaser (the “Shares”);

 

D. In response to Seller’s inquiry, Purchaser after due consideration, including the review and approval of the proposed transaction by (i) the Company’s Audit Committee of the Board of Directors (appointed as a special committee to review the proposed transaction), which is comprised solely of independent directors, and (ii) the Board of Directors, expressed a desire to purchase the Shares, under the terms and conditions hereinafter set forth:

 

Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

 

AGREEMENT

 

1. Purchase and Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey to Purchaser 16,428 common shares at a purchase price of $35.00 per share. Seller shall deliver the Shares via a DWAC transfer to the Preformed Line Products account at Computershare. Purchaser shall pay Seller $574,980 (the “Purchase Price”) for the Shares by the delivery of cash by wire transfer to Seller’s bank account or accounts. Seller has provided Purchaser with written wire transfer instructions. The parties acknowledge and agree that the Purchase Price was negotiated in good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser’s historical trading prices on the NASDAQ.

 

2. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

 

(a) Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or other laws relating generally to the enforcement of creditors’ rights.

 

 

(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute a default under any agreement to which Purchaser is a party or by which it is bound.

 

3. Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:

(a) Seller has the requisite power and authority to execute, deliver and perform his obligations under this Agreement, having received written authorization to proceed with the sale from the Business Advisors to the trust. This Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

 

(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement to which Seller is a party or by which Seller is bound.

 

(c) Seller is the owner of the Shares of the Purchaser being sold, assigned, bargained and conveyed pursuant hereto, free from any security interest, pledge, option, equity, claim or other right or interest of any kind. Upon the sale to Purchaser, Purchaser will acquire the Shares being transferred, free from any security interest, pledge, option, equity, claim or other right or interest of any kind.

 

(d) Seller has received and carefully reviewed Purchaser’s filings with the Securities and Exchange Commission and Purchaser’s press releases posted on Purchaser’s website (the filings and press releases, the “Purchaser Disclosure”) and has had full access to Purchaser’s other directors and executives for purposes of discussion the Company’s condition, operations and plans. Seller acknowledges that no oral representations have been made or information furnished to Seller or Seller’s representatives that are in any way inconsistent with the Purchaser Disclosure. Seller confirms that no representations, warranties, or other agreements (whether express or implied) have been made by Purchaser with respect to the transactions contemplated hereby, except for those representations, warranties, and agreements that are specifically set forth in this Agreement.

 

(e) Seller, to the extent necessary, shall, without additional consideration, take such additional or further actions and execute such other or further documents as may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.

 

 

4. Miscellaneous.

 

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.

 

(b) Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is in writing and signed on behalf of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

 

(c) Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Recitals are incorporated by reference and made a part of this Agreement.

 

(d) Binding Agreement. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by Purchaser and Seller and their respective successors and assigns.

 

(e) Counterparts. This Agreement may be executed in counterparts, each of which, when executed, will be an original and all of which taken together will constitute one and the same agreement.

 

(f) Entire Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

 

IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on the date first written above.

  

 

SELLER

 

/s/ Bernard L. Karr
Bernard L. Karr, Trustee, under the Irrevocable
Trust Agreement dated July 29, 2008.

 

PURCHASER

 

PREFORMED LINE PRODUCTS COMPANY

 

By:	/s/ Eric R. Graef
	Eric R. Graef – Vice President – Finance

 

 

Exhibit 10.2

 

SHARES PURCHASE AGREEMENT

 

THIS SHARES PURCHASE AGREEMENT is made and entered into on August 11, 2015, by and between Preformed Line Products Company, an Ohio corporation (“Purchaser”), and the Thomas F. Peterson Foundation (“Seller”).

 

RECITALS

 

A. Purchaser’s common shares, $2 par value, are traded on the NASDAQ National Market (the “NASDAQ”) under the symbol “PLPC” and Purchaser is a reporting company under the Securities Exchange Act of 1934, as amended. As a result, financial and other material business information about Purchaser is publicly available.

 

B. Seller is a charitable foundation established by a shareholder and director of Purchaser. The officers of the foundation are Barbara A. Ruhlman, President; Randall M. Ruhlman, Vice President; Robert G. Ruhlman, Treasurer; and Bernard L. Karr, Secretary. The charitable foundation is the owner of 15,759 common shares of Purchaser;

 

C. Seller approached Purchaser regarding Seller’s desire to sell 14,285 of Seller’s common shares to Purchaser (the “Shares”);

 

D. In response to Seller’s inquiry, Purchaser after due consideration, including the review and approval of the proposed transaction by (i) the Company’s Audit Committee of the Board of Directors (appointed as a special committee to review the proposed transaction), which is comprised solely of independent directors, and (ii) the Board of Directors, expressed a desire to purchase the Shares, under the terms and conditions hereinafter set forth:

 

Accordingly, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows.

 

AGREEMENT

 

1. Purchase and Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey to Purchaser 14,285 common shares at a purchase price of $35.00 per share. Seller shall deliver the Shares via a DWAC transfer to the Preformed Line Products account at Computershare. Purchaser shall pay Seller $499,975 (the “Purchase Price”) for the Shares by the delivery of cash by wire transfer to Seller’s bank account or accounts. Seller has provided Purchaser with written wire transfer instructions. The parties acknowledge and agree that the Purchase Price was negotiated in good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser’s historical trading prices on the NASDAQ.

 

2. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows:

 

(a) Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement constitutes the valid and binding obligation of Purchaser enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, moratorium or other laws relating generally to the enforcement of creditors’ rights.

 

 

(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency currently applicable to or binding upon Purchaser, or (ii) breach or constitute a default under any agreement to which Purchaser is a party or by which it is bound.

 

3. Representations, Warranties and Covenants of Seller. Seller hereby represents and warrants to Purchaser as follows:

(a) The Secretary of Seller has the requisite power and authority to execute, deliver and perform his obligations under this Agreement, having received written authorization to proceed with the sale from the President of Seller. This Agreement constitutes the valid and binding obligation of Seller enforceable against Seller in accordance with its terms.

 

(b) The execution, delivery and performance of this Agreement does not and will not (i) violate any law, regulation, judgment, decree, order or other directive of any court or governmental agency applicable to or binding upon Seller, or (ii) breach or constitute a default under any agreement to which Seller is a party or by which Seller is bound.

 

(c) Seller is the owner of the Shares of the Purchaser being sold, assigned, bargained and conveyed pursuant hereto, free from any security interest, pledge, option, equity, claim or other right or interest of any kind. Upon the sale to Purchaser, Purchaser will acquire the Shares being transferred, free from any security interest, pledge, option, equity, claim or other right or interest of any kind.

 

(d) Seller has received and carefully reviewed Purchaser’s filings with the Securities and Exchange Commission and Purchaser’s press releases posted on Purchaser’s website (the filings and press releases, the “Purchaser Disclosure”) and has had full access to Purchaser’s other directors and executives for purposes of discussion the Company’s condition, operations and plans. Seller acknowledges that no oral representations have been made or information furnished to Seller or Seller’s representatives that are in any way inconsistent with the Purchaser Disclosure. Seller confirms that no representations, warranties, or other agreements (whether express or implied) have been made by Purchaser with respect to the transactions contemplated hereby, except for those representations, warranties, and agreements that are specifically set forth in this Agreement.

 

(e) Seller, to the extent necessary, shall, without additional consideration, take such additional or further actions and execute such other or further documents as may be reasonably requested by Purchaser in order to evidence, confirm or carry out the transactions contemplated hereby.

 

4. Miscellaneous.

 

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio.

 

 

(b) Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement will be effective unless such modification, amendment or waiver is in writing and signed on behalf of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

 

(c) Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Recitals are incorporated by reference and made a part of this Agreement.

 

(d) Binding Agreement. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by Purchaser and Seller and their respective successors and assigns.

 

(e) Counterparts. This Agreement may be executed in counterparts, each of which, when executed, will be an original and all of which taken together will constitute one and the same agreement.

 

(f) Entire Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes or incorporates all prior or contemporaneous understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

 

IN WITNESS WHEREOF, this Agreement has been executed on behalf of the parties on the date first written above.

  

 

SELLER

THE THOMAS F. PETERSON FOUNDATION

 

	/s/ Bernard L. Karr
	Bernard L. Karr, Secretary

 

PURCHASER

PREFORMED LINE PRODUCTS COMPANY

 

By:	/s/ Eric R. Graef
	Eric R. Graef – Vice President – Finance