A. M. CASTLE & CO. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2011-12-21: Form 8-K; Period of report 2011-12-15; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2011-12-16: Form 8-K; Period of report 2011-12-16; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2011-12-13: Form 8-K; Period of report 2011-12-13; Description 8.01 Other Events; Details 8.01.
- 2011-12-01: Form 8-K; Period of report 2011-12-01; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2011-12-21 | 8-K | 2011-12-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 15, 2011, the Company completed its acquisition of Tube Supply, Inc. (“Tube Supply”) pursuant to the Stock Purchase Agreement, effective November 9, 2011, among the Company, Mr. Paul Sorensen, Mr. Jerry Willeford and Tube Supply (as amended, the “Purchase Agreement”). 2.03 The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03. 3.02 As described in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference into this Item 3.02, the Company issued $50.0 million aggregate principal amount of Convertible Notes on December 15, 2011 and an additional $7.5 aggregate principal amount of Convertible Notes on December 20, 2011 pursuant to the initial purchaser’s exercise of the overallotment option. | a11-32025_18k.htm |
| 2011-12-16 | 8-K | 2011-12-16 | 7.01 Regulation FD Disclosure | 7.01 In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | tsifinalannouncement8k.htm |
| 2011-12-13 | 8-K | 2011-12-13 | 8.01 Other Events | 8.01 On December 13, 2011, A. M. Castle & Co. (“Company”) issued a press release announcing that the Company has priced its previously announced offering of $225 million aggregate principal amount of senior secured notes due 2016 and $50 million aggregate principal amount of convertible senior notes due 2017. | form8kreofferingpricing.htm |
| 2011-12-01 | 8-K | 2011-12-01 | 8.01 Other Events | 8.01 On December 1, 2011, A. M. Castle & Co. ("Company") issued a press release announcing its intent to offer, in private transactions, $225 million of senior secured notes due 2016 and $50 million of convertible senior notes due 2017, subject to market conditions and other factors. | form8kofferingsannouncemnt.htm |
| 2011-11-15 | 8-K | 2011-11-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8kretsispa.htm |
| 2011-11-10 | 8-K | 2011-11-10 | 7.01 Regulation FD Disclosure | 7.01 In accordance with General Instruction B.2. to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | tubesupplyannouncement8k.htm |
| 2011-11-01 | 8-K | 2011-11-01 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 5.02 On October 27, 2011, the Board of Directors of the Company increased the number of directors constituting the whole Board from 10 to 11 and, upon recommendation of its Governance Committee, appointed Reuben Simpson Donnelley to the Company’s Board of Directors to fill the newly created directorship. | form8kredonnelley-hooks.htm |
| 2011-09-27 | 8-K | 2011-09-27 | 7.01 Regulation FD Disclosure | 7.01 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | form8kdavenportir11.htm |
| 2011-08-05 | 8-K | 2011-08-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) On August 5, 2011, A. M. Castle & Co. (the “Company”) announced that Stephen V. Hooks, the Company’s Executive Vice President and President, Castle Metals, will be retiring from the Company at the end of March 2012. | hooksretirement.htm |
| 2011-08-02 | 8-K | 2011-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | form8krefincondq2.htm |
| 2011-08-01 | 8-K/A | 2011-04-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 As previously reported in the Original Report, more than a majority of the shares voting at the Company’s annual meeting of stockholders held on April 28, 2011, on Proposal 3 (the non-binding advisory vote on the frequency of the advisory vote on executive compensation) voted for the Company to hold such votes on an annual basis. | sopfreqvote1aug11.htm |
| 2011-05-06 | 8-K | 2011-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. | form8k1q11fin.htm |
| 2011-05-03 | 8-K | 2011-04-27 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Definitive Material Agreement. 5.02 At the Company’s 2011 Annual Meeting of Shareholders, held on April 28, 2011, the Company’s shareholders approved an amendment and restatement of the Company’s 2008 Restricted Stock, Stock Option and Equity Compensation Plan (“2008 Plan”), that, among other things, (i) increased the number of shares of the Company’s common stock reserved for issuance under the 2008 Plan by 750,000 shares; (ii) changed the name of the 2008 Plan from the “A.M. Castle & Co. 2008 Restricted Stock, Stock Option and Equity Compensation Plan” to the “2008 A.M. Castle & Co. Omnibus Incentive Plan”; (iii) permitted the Human Resources Committee (“Committee”) of the Board of Directors to grant performance-based cash awards, intended to comply with the exception to the tax deductibility limit under Section 162(m) of the Internal Revenue Code for performance-based compensation; (iv) permitted the Committee to grant such additional stock-based and cash-based incentives determined to be in the Company’s best interest and subject to such other terms and conditions that it deems appropriate; (v) updated the potential performance criteria applicable to performance awards under the 2008 Plan; (vi) required participants to repay to the Company or forfeit, as appropriate, any and all awards granted under the 2008 Plan to the extent required by applicable law or the “clawback” provisions of any policy adopted by the Committee or the Board of Directors; (vii) eliminated the granting of “reload options”; (viii) required, in the case of restricted stock or restricted stock unit awards that are not subject to the attainment of any performance criteria, a participant to continuously be employed or perform service with the Company or its related affiliates for a period of at least three years, subject to acceleration as determined by the Committee in its discretion; and (ix) made other changes relative to the administration of the 2008 Plan. 5.07 The Company held its annual shareholders’ meeting on April 28, 2011. | form8krecragrmt-shrhldrmtg.htm |
| 2011-03-08 | 8-K | 2011-03-02 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 In accordance with General Instruction B.2 to Form 8-K, the following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 5.02 Compensatory Arrangements of Certain Officers. | form8kre2010yefin-ltcp.htm |