8-K
DOVER Corp false 0000029905 0000029905 2021-12-16 2021-12-16 0000029905 us-gaap:CommonStockMember 2021-12-16 2021-12-16 0000029905 dov:A1250NotesDue2026Member 2021-12-16 2021-12-16 0000029905 dov:A0750NotesDue2027Member 2021-12-16 2021-12-16

 

 

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): December 16, 2021

 

 

 

LOGO

DOVER CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-4018   53-0257888

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

3005 Highland Parkway  
Downers Grove, Illinois   60515
(Address of Principal Executive Offices)   (Zip Code)

(630) 541-1540

(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 (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))

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   DOV   New York Stock Exchange
1.250% Notes due 2026   DOV 26   New York Stock Exchange
0.750% Notes due 2027   DOV 27   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. ☐

 

 

 


Item 8.01 Other Events

As previously disclosed, Dover Corporation (the “Company”) has completed the acquisition of Acme Cryogenics, Inc. (“Acme”) for $295 million in cash, and has entered into a definitive agreement to acquire Engineered Controls International, LLC (“RegO”) for $631 million in cash, subject to customary purchase price adjustments. Both businesses will become part of the OPW Global (“OPW”) operating unit within Dover’s Fueling Solutions segment. The RegO transaction, which is expected to close in the fourth quarter of 2021, is subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. Both transactions are being funded through a combination of cash on hand, proceeds from recent divestitures and commercial paper.

FORWARD-LOOKING STATEMENTS

This current report on Form 8-K contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, “forward-looking” statements. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. Factors that could cause actual results to differ materially from current expectations include, among other things, our ability to consummate the RegO transaction, our ability to realize expected synergies from the RegO and Acme businesses and from newly acquired businesses generally, the impacts of COVID-19, or other future pandemics, on the global economy and on our customers, suppliers, employees, business and cash flows, supply chain constraints and labor shortages that could result in production stoppages, inflation in material input costs and freight logistics, other general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, and our ability to derive expected benefits from restructuring, productivity initiatives and other cost reduction actions. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 16, 2021     DOVER CORPORATION
    (Registrant)
    By:  

/s/ Ivonne M. Cabrera

      Ivonne M. Cabrera
      Senior Vice President, General Counsel & Secretary