Crane NXT, Co. — M&A Activity 2010

Jan 5, 2010

8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 5, 2010

CRANE CO.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-1657	13-1952290
(Commission File Number)	(IRS Employer Identification No.)
100 First Stamford Place, Stamford, CT	06902
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 363-7300

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:

¨ 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))

INFORMATION TO BE INCLUDED IN THIS REPORT

SECTION 8 – OTHER EVENTS

ITEM 8.01 Other Events

On January 5, 2010, Crane Co. issued a press release announcing that it has commenced its tender offer for Merrimac Industries, Inc. (AMEX: MRM).

The move represents the next step toward an acquisition first announced on December 23, 2009.

Crane anticipates the acquisition will close in the first quarter of 2010. The cash tender, through Crane Merger Co., a wholly owned Crane subsidiary, is for all outstanding shares of Merrimac common stock at a price of $16.00 per share, without interest and less any applicable withholding or stock-transfer taxes.

Complete terms and conditions of the tender offer are set forth in the Offer to Purchase, Letter of Transmittal and other related materials filed by Crane and Crane Merger Co. with the SEC on January 5, 2010.

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Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(a) None

(b) None

(c) None

(d) Exhibits

99.1 Press Release dated January 5, 2010, issued by Crane Co.

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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.

| /s/ T IMOTHY J.
M AC C ARRICK |
| --- |
| Timothy J. MacCarrick |
| Chief Financial Officer |

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 5, 2010, issued by Crane Co.

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