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CLARCOR INC. Form 8-K: Current report

CLARCOR INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-02-28: Form 8-K; Period of report 2017-02-28; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
  • 2017-02-23: Form 8-K; Period of report 2017-02-23; Description 5.07 Submission of Matters to a Vote of Security Holders.
  • 2017-01-31: Form 8-K; Period of report 2017-01-31; Description 8.01 Other Events; Details 8.01.
  • 2017-01-19: Form 8-K; Period of report 2017-01-18; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-02-288-K2017-02-281.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.02 On February 28, 2017, Parker-Hannifin Corporation (“Parker”) completed its previously announced acquisition of CLARCOR Inc. (“Clarcor”).
2.01 On February 28, 2017, pursuant to the terms of the Merger Agreement, Parker completed its acquisition of Clarcor through the Merger.
3.01 As a result of the Merger, all of the issued and outstanding stock of Clarcor is currently owned by Parker.
3.03 The information set forth under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
5.01 A change in control of Clarcor occurred on February 28, 2017 when, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Clarcor, with Clarcor surviving the Merger.
5.02 Pursuant to the Merger Agreement, effective as of the Effective Time, each of James W. Bradford, Jr., Robert J. Burgstahler, Wesley M. Clark, Christopher L. Conway, Nelda J. Connors, Paul Donovan, Mark A. Emkes, Thomas W. Giacomini, Robert H. Jenkins, Philip R. Lochner, Jr. and James L. Packard ceased to be directors of Clarcor.
5.03 Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of Clarcor was amended in its entirety.
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2017-02-238-K2017-02-235.07 Submission of Matters to a Vote of Security Holdersd352099d8k.htm
2017-01-318-K2017-01-318.01 Other Events8.01 As previously disclosed, on December 1, 2016, CLARCOR Inc. (the “Company”), Parker-Hannifin Corporation (“Parker-Hannifin”), and Parker Eagle Corporation, a wholly owned subsidiary of Parker-Hannifin (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parker-Hannifin (the “pending Parker-Hannifin transaction”).d315553d8k.htm
2017-01-198-K2017-01-182.02 Results of Operations and Financial Condition2.02 On January 18, 2017, CLARCOR Inc., a Delaware corporation (NYSE: CLC) (the “Company”), issued a press release disclosing the Company’s financial results for its fourth quarter and 2016 fiscal year (ended December 03, 2016).a2016q4december03-pressrel.htm
2017-01-188-K2017-01-188.01 Other Events8.01 As previously disclosed, on December 1, 2016, CLARCOR Inc. (the “Company”), Parker-Hannifin Corporation (“Parker-Hannifin”), and Parker Eagle Corporation, a wholly owned subsidiary of Parker-Hannifin (“Merger Sub”), entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parker-Hannifin (the “pending Parker-Hannifin transaction”).d271474d8k.htm
2017-01-108-K2017-01-108.01 Other Events8.01 On January 10, 2017, CLARCOR Inc. (the “Company”), issued a press release announcing that it has established a record date of January 19, 2017, and a meeting date of February 23, 2017, for a special meeting of stockholders at which the Company’s stockholders will consider and vote upon, among other things, a proposal to adopt the previously announced Agreement and Plan of Merger, dated December 1, 2016, by and among the Company, Parker-Hannifin Corporation, an Ohio corporation (“Parker-Hannifin”), and Parker Eagle Corporation, a Delaware corporation and wholly owned subsidiary of Parker-Hannifin (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parker-Hannifin.d231774d8k.htm