Current Report Filing (8-k)
May 20 2020 - 7:45AM
Edgar (US Regulatory)
0001324948
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0001324948
2020-05-20
2020-05-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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: May 20, 2020 (Date
of earliest event reported: May 20, 2020)
RBC BEARINGS INCORPORATED
(Exact name of registrant as specified in
its charter)
Delaware
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333-124824
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95-4372080
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(State or
other jurisdiction
of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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One Tribology Center
Oxford, CT 06478
(Address of principal executive offices)
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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ROLL
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Nasdaq NMS
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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. ☐
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial Condition.
On May 20, 2020, RBC Bearings Incorporated
(the “Company”) issued a press release announcing its financial results for the quarter ended March 28, 2020 and full
fiscal year ended March 28, 2020 and certain other information. This press release has been furnished as Exhibit 99.1
to this report and is incorporated herein by this reference.
The information under this Item 2.02, including
the exhibit hereto, is furnished pursuant to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information
contained in this Item 2.02 and in the accompanying exhibit are not incorporated by reference in any filing of the Company under
the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective
of any general incorporation language in any filings.
Section 8 – Other Events
Item 8.01 Other Matters
In order to manage costs during the COVID-19
pandemic, the Company has, among other things, instituted the following:
Reduction of Cash Compensation for Outside Directors
The Board of Directors has decided to reduce
by 25% the cash compensation payable to nonemployee directors for the year ending April 3, 2021.
Executive Officer Furlough Program
The Company has initiated a partial furlough
program for the Company’s executive officers Dr. Michael J. Harnett (Chairman and Chief Executive Officer), Daniel A. Bergeron
(Chief Operating Officer and Chief Financial Officer), Richard J. Edwards (Vice President and General Manager), Joseph Salamunovich
(Vice President, General Counsel and Secretary), Ernest D. Hawkins (Vice President and Chief Accounting Officer), and Robert M.
Sullivan (Corporate Controller) under which these executive officers are not required to work on designated days in the months
of May and June. As a result of the furloughs, these executive officers’ monthly base salaries are being reduced by approximately
25% for the two months. The Company is evaluating whether additional furloughs after June will be necessary.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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: May 20, 2020
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RBC BEARINGS INCORPORATED
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By:
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/s/ Joseph Salamunovich
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Name:
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Joseph Salamunovich
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Title:
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Vice President, General Counsel &
Secretary
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Page 2
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