eps3715.htm
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): February 8, 2010
WATTS
WATER TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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001-11499
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04-2916536
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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815
Chestnut Street, North Andover, Massachusetts 01845
(Address
of Principal Executive Offices) (Zip Code)
(978)
688-1811
(Registrant's
telephone number, including area code)
(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):
¨ 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
2.05 Costs Associated with Exit or Disposal Activities.
On
February 8, 2010, the Board of Directors (the “Board”) of Watts Water
Technologies, Inc. (the “Company”) approved a restructuring program with respect
to the Company’s operating facilities in France. The restructuring
program is expected to include the shutdown of three facilities, including two
manufacturing sites and one distribution center. The program is
expected to include pre-tax charges totaling approximately $12.5 million,
including costs for severance, relocation, clean-up and certain asset
write-downs, and result in the elimination of approximately 95
positions. Total net after-tax charges for this restructuring program
are expected to be approximately $8.3 million ($1.1 million in non-cash
charges), with costs being incurred through 2011. The Company expects
to spend approximately $6.6 million in capital expenditures to consolidate
operations. Annual cash savings, net of tax, are estimated to be $3.9
million, which the Company expects to fully realize by 2012. The
Company recorded after-tax charges of approximately $3.0 million, or ($0.08) per
share, in the fourth quarter of 2009 for severance and other costs related to
this program.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
February 8, 2010, Daniel J. Murphy, III, a director of the Company, informed the
Board of his decision not to stand for re-election at the Company’s 2010 annual
meeting of stockholders, which will be held on May 12, 2010. Mr.
Murphy advised the Board that his decision was made for personal reasons and was
not the result of any dispute or disagreement with the Company on any matter
relating to the Company’s operations, policies or practices. Mr.
Murphy currently serves as a member of the Compensation Committee and the
Nominating and Corporate Governance Committee.
The Company’s
Corporate Governance Guidelines provide that no member of the Board shall
be nominated by the Board to serve as a director of the Company after he has
passed his 72nd
birthday, unless the Board has voted to waive the mandatory retirement age of
such person as a director. Timothy P. Horne, a member of the Board,
will pass his 72nd
birthday in April, 2010, prior to our 2010 annual meeting of
stockholders. On February 8, 2010, Mr. Horne advised the Board that
he does not wish to have the Board waive the mandatory retirement age for him
under the Company’s Corporate Governance Guidelines, and therefore Mr. Horne
will also not stand for re-election at the Company’s 2010 annual meeting of
stockholders.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
February 9, 2010, the Board amended and restated the By-Laws of the Company to
include a new Section 17 in Article II of the By-Laws, which permits the Board
to appoint any former director who has retired from the Board as a director
emeritus. Directors emeriti may, but are not required to, attend all
meetings (regular and special) of the Board and will receive notice of such
meetings; however, they shall not have the right to vote and they shall be
excluded from the number of directors for quorum and other
purposes. Directors emeriti shall be appointed for one-year terms and
may be reappointed for an unlimited number of additional one-year
terms.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
The Exhibit Index attached to this
Current Report is incorporated herein by reference.
SIGNATURE
Pursuant 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.
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Date:
February 9, 2010
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WATTS
WATER TECHNOLOGIES, INC.
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By:
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/s/
Kenneth R. Lepage
Kenneth
R. Lepage
General
Counsel and
Executive
Vice President of Administration
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.1
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Amended
and Restated By-Laws of the Company
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