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): July 27, 2015
DUCOMMUN INCORPORATED
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-08174 | 95-0693330 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 23301 Wilmington Avenue, Carson, California | 90745-6209 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (310) 513-7200
Not Applicable
(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 1.02 Termination of a Material Definitive Agreement.
On July 27, 2015 (the “Redemption Date”), Ducommun Incorporated, a Delaware corporation (“Ducommun”) completed its previously announced redemption (the “Redemption”) of all outstanding amounts under its 9.75% senior notes due 2018 (the “Senior Notes”), at a redemption price (the “Redemption Price”) equal to 104.875% of each $1,000 principal amount of the Senior Notes, together with accrued and unpaid interest, if any, up to, but excluding, the Redemption Date. Upon the Redemption of the Senior Notes, the Indenture, dated as of June 28, 2011 (the “Indenture”), among Ducommun, the Subsidiary Guarantors party thereto and Wilmington Trust, National Association (as successor by merger to Wilmington Trust FSB), under which the Senior Notes were issued, was satisfied and discharged, except with respect to those provisions of the Indenture that by their terms survive the satisfaction and discharge of the Indenture.
Item 8.01 Other Events.
In connection with the satisfaction and discharge of the Indenture, Ducommun issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated July 28, 2015.
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.
| DUCOMMUN INCORPORATED (Registrant) | ||||||
| Date: July 27, 2015 | By: | /s/ James S. Heiser | ||||
| James S. Heiser | ||||||
| Vice President and General Counsel | ||||||
Exhibit 99.1
| 23301 Wilmington Avenue Carson, CA 90745-6209 310.513.7200 www.ducommun.com |
|
NEWS RELEASE
FOR IMMEDIATE RELEASE
Ducommun Announces Completion of Redemption of All Outstanding
9.75% Senior Notes Due 2018
LOS ANGELES, July 28, 2015 — Ducommun Incorporated (NYSE: DCO) (“Ducommun” or the “Company”) today announced that it has completed the previously announced redemption of all amounts outstanding under its $200 million aggregate principal amount of 9.75% senior unsecured notes due 2018 (the “Notes”). The Notes were redeemed at a price equal to $104.875% of each $1,000 principal amount of the Notes, together with any accrued and unpaid interest up to, but excluding, the July 27, 2015 redemption date.
About Ducommun Incorporated
Founded in 1849, Ducommun Incorporated provides engineering and manufacturing services to the aerospace, defense, and other industries through a wide spectrum of electronic and structural applications. The company is an established supplier of critical components and assemblies for commercial aircraft and military and space vehicles as well as for the energy market, medical field, and industrial automation. It operates through two primary business units – Ducommun AeroStructures (DAS) and Ducommun LaBarge Technologies (DLT). Additional information can be found at www.ducommun.com.
Statements contained in this press release regarding other than recitation of historical facts are forward-looking statements. These statements are identified by words such as “may,” “will,” “begin,” “look forward,” “expect,” “believe,” “intend,” “anticipate,” “should”, “potential,” “estimate,” “continue,” “momentum” and other words referring to events to occur in the future. These statements reflect the Company’s current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, including, but not limited to, the state of the world financial, credit, commodities and stock markets, and uncertainties regarding the Company, its businesses and the industries in which it operates, which are described in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
CONTACTS:
Joseph P. Bellino, Vice President and Chief Financial Officer, 310.513.7211
Chris Witty, Investor Relations, 646.438.9385, cwitty@darrowir.com
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