Foster Wheeler AG Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-12-09: Form 8-K; Period of report 2014-12-08; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2014-11-24: Form 8-K; Period of report 2014-11-21; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant; Details 3.01.
- 2014-11-13: Form 8-K; Period of report 2014-11-13; Description 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 4.01 Changes in Registrant's Certifying Accountant; 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; 8.01 Other Events; Details 1.02.
- 2014-11-07: Form 8-K; Period of report 2014-11-07; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-12-09 | 8-K | 2014-12-08 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On December 8, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) entered into a Merger Agreement (the “Merger Agreement”), by and among the Company, A-FW International Investments GmbH (“Swiss MergeCo”), a direct wholly-owned subsidiary of AMEC International Investments B.V., and AMEC International Investments B.V. (“AMEC International”), a direct wholly-owned subsidiary of Amec Foster Wheeler plc (“Amec Foster Wheeler”). 8.01 On December 8, 2014, Amec Foster Wheeler issued a public announcement regarding the Merger Agreement and the Squeeze-Out Merger. | a14-25552_28k.htm |
| 2014-11-24 | 8-K | 2014-11-21 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.01 Changes in Control of Registrant | 3.01 As previously disclosed in that Current Report on Form 8-K which Foster Wheeler AG (“Foster Wheeler” or the “Company”) filed with the Securities and Exchange Commission (“SEC”) on November 13, 2014 (the “November 13 Form 8-K”), upon the closing of the exchange offer (the “Offer”) described in the November 13 Form 8-K, on November 13, 2014 (the “Effective Date”) AMEC International Investments BV (a wholly owned subsidiary of Amec Foster Wheeler plc) (“AMEC International Investments”) accepted for payment approximately 99,164,451 registered shares, par value CHF 3.00 per share, of Foster Wheeler (the “Shares”), representing approximately 99.03 percent (99.03%) of the outstanding Shares, which were validly tendered and not validly withdrawn. 5.01 On November 21, 2014, Amec Foster Wheeler plc (“Amec Foster Wheeler”) issued a public announcement regarding the final proration results of the Offer. | v394964_8k.htm |
| 2014-11-13 | 8-K | 2014-11-13 | 1.02 Termination of a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 4.01 Changes in Registrant's Certifying Accountant; 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; 8.01 Other Events | 1.02 On the Effective Date, in connection with the closing of the Offer, the Company terminated the Credit Agreement, dated as of August 3, 2012 (the “Credit Agreement”), among Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation (collectively, the “Borrowers”), the Company, Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., certain other subsidiaries of the Company, the lenders party thereto and BNP Paribas, as administrative agent. 3.01 (b) On the Effective Date, Foster Wheeler notified The NASDAQ Stock Market LLC (“NASDAQ”) that the Company is not in compliance with NASDAQ Rule 5605(c)(2)(A), which requires each listed company to have an audit committee comprised of at least three independent directors. 4.01 In connection with the closing of the Offer, on the Effective Date, the FWAG Audit Committee (i) dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm, effective upon the issuance by PwC of its report on the Company's consolidated financial statements as of November 12, 2014 and for the period January 1, 2014 through November 12, 2014, and (ii) appointed Ernst & Young LLP (“EY”), Amec Foster Wheeler’s independent registered public accounting firm, as the Company’s independent registered public accounting firm for the period November 13, 2014 through December 31, 2014. 5.01 AMEC International Investments has accepted for payment all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer. 5.02 In accordance with the Implementation Agreement, effective as of the Effective Date, Clayton C. Daley, Jr., Steven J. Demetriou, Edward G. Galante, John M. Malcolm, Henri Philippe Reichstul and Maureen B. Tart-Bezer each resigned from the Board of Directors of the Company. 8.01 On the Effective Date, Amec Foster Wheeler issued a public announcement regarding the closing of the Offer. | v393901_8k.htm |
| 2014-11-07 | 8-K | 2014-11-07 | 1.02 Termination of a Material Definitive Agreement | 1.02 On November 7, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) delivered a notice of termination regarding the Credit Agreement, dated as of August 3, 2012 (the “FW Credit Agreement”), among Foster Wheeler LLC, Foster Wheeler Inc., Foster Wheeler USA Corporation, Foster Wheeler North America Corp., Foster Wheeler Energy Corporation and Foster Wheeler International Corporation (collectively, the “Borrowers”), the Company, Foster Wheeler Ltd., Foster Wheeler Holdings Ltd., certain other subsidiaries of the Company, the lenders party thereto and BNP Paribas, as administrative agent. | v393541_8k.htm |
| 2014-11-03 | 8-K | 2014-11-03 | 2.02 Results of Operations and Financial Condition | 2.02 On November 3, 2014, Foster Wheeler AG (the “Company”) issued a press release containing information about the Company's results of operations for the period ended September 30, 2014. | v392684_8k.htm |
| 2014-10-17 | 8-K | 2014-10-17 | 8.01 Other Events | 8.01 On October 17, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v391480_8k.htm |
| 2014-10-07 | 8-K | 2014-10-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (b) On October 2, 2014, J. Kent Masters notified the Board of Directors of Foster Wheeler AG (“Foster Wheeler” or the “Company”) that, in accordance with the terms of a Coordination Agreement entered into between he and AMEC plc (“AMEC”) on October 2, 2014, he will resign as Chief Executive Officer of the Company, subject to and effective as of the closing of the exchange offer (the “Offer”) by AMEC to acquire of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler on the terms and subject to the conditions of that certain Implementation Agreement dated February 13, 2014 (as amended from time to time) between Foster Wheeler and AMEC. 8.01 On October 7, 2014, Foster Wheeler issued an internal announcement to individuals (collectively, “Certain Individuals”) who (i) hold outstanding equity awards issued pursuant to the Foster Wheeler AG Omnibus Incentive Plan and/or (ii) are subject to certain restrictions in the Foster Wheeler AG Insider Trading Compliance Policy and/or the Foster Wheeler AG Share Ownership Guidelines to provide an update regarding, among other things, how such equity awards will be treated if and when the Offer closes. | v390498_8k.htm |
| 2014-10-02 | 8-K | 2014-10-02 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 The following information is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. | v390559_8k.htm |
| 2014-09-26 | 8-K | 2014-09-26 | 8.01 Other Events | 8.01 On September 26, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v389942_8k.htm |
| 2014-09-12 | 8-K | 2014-09-12 | 8.01 Other Events | 8.01 On September 12, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v388952_8k.htm |
| 2014-09-05 | 8-K | 2014-09-05 | 8.01 Other Events | 8.01 On September 5, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v388422_8k.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2014, Foster Wheeler AG (the “Company”) issued a press release containing information about the Company's results of operations for the period ended June 30, 2014. | v385990_8k.htm |
| 2014-08-01 | 8-K | 2014-08-01 | 8.01 Other Events | 8.01 On August 1, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v385439_8k.htm |
| 2014-07-10 | 8-K | 2014-07-10 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 10, 2014, Foster Wheeler AG (the “Company”) held an Extraordinary General Meeting of Shareholders at its offices in Baar, Switzerland. 8.01 On July 10, 2014, the Company issued a press release announcing the results of its Extraordinary General Meeting of Shareholders. | v383572_8k.htm |
| 2014-07-03 | 8-K | 2014-07-03 | 8.01 Other Events | 8.01 On July 3, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v383116_8k.htm |
| 2014-06-20 | 8-K | 2014-06-20 | 8.01 Other Events | 8.01 On June 20, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v381897_8k.htm |
| 2014-06-17 | 8-K | 2014-06-16 | 8.01 Other Events | 8.01 On June 16, 2014, in connection with the pending acquisition of Foster Wheeler AG (“Foster Wheeler” or the “Company”) by AMEC plc, which was previously announced by the Company on a Current Report on Form 8-K filed on February 13, 2014, the Company arranged for a brand-identity consulting firm to interview select Company customers using the attached discussion guide. | v381637_8k.htm |
| 2014-06-06 | 8-K | 2014-06-05 | 8.01 Other Events | 8.01 On June 5, 2014, in connection with the pending acquisition of Foster Wheeler AG (“Foster Wheeler” or the “Company”) by AMEC plc, which was previously announced by the Company on a Current Report on Form 8-K filed on February 13, 2014, the Company issued an internal announcement to its employees regarding the creation of an AMEC-Foster Wheeler common intranet site where employees of both companies can view a variety of publicly available documents related to the pending exchange offer (the “Offer”) by AMEC plc to acquire all of Foster Wheeler’s issued and to be issued registered shares. | v380850_8k.htm |
| 2014-05-28 | 8-K | 2014-05-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 28, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) and AMEC plc (“AMEC”) entered into a Deed of Amendment (the “Amendment”) to that certain Implementation Agreement (as so amended, the “Implementation Agreement”), dated February 13, 2014, between Foster Wheeler and AMEC, relating to the acquisition of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler (the “Shares”) by AMEC (the “Acquisition”), pursuant to an exchange offer (the “Offer”) to acquire all of the Shares, on the terms and subject to the conditions of the Implementation Agreement. | v379905_8-k.htm |
| 2014-05-23 | 8-K | 2014-05-23 | 8.01 Other Events | 8.01 On May 23, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v379661_8k.htm |
| 2014-05-09 | 8-K | 2014-05-09 | 8.01 Other Events | 8.01 On May 9, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding the Company’s pending acquisition by AMEC plc, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v377990_8-k.htm |
| 2014-05-08 | 8-K | 2014-05-07 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On May 7, 2014, Foster Wheeler AG (the “Company”) held its Annual General Meeting of Shareholders at its offices in Baar, Switzerland. 8.01 On May 7, 2014, the Company issued a press release announcing that at its Annual General Meeting of Shareholders, the Company’s shareholders approved the payment of a cash dividend of $0.40 per registered share to shareholders listed on the Company’s share register on May 7, 2014. | v377494_8k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2014, Foster Wheeler AG (the “Company”) issued a press release containing information about the Company's results of operations for the period ended March 31, 2014. | v377499_8k.htm |
| 2014-04-25 | 8-K | 2014-04-25 | 8.01 Other Events | 8.01 On April 25, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) issued an internal announcement to its employees to provide an update regarding AMEC plc’s pending acquisition of the Company, which was previously announced on a Current Report on Form 8-K filed on February 13, 2014. | v375991_8k.htm |
| 2014-02-27 | 8-K | 2014-02-27 | 2.02 Results of Operations and Financial Condition | 2.02 On February 27, 2014, Foster Wheeler AG (the “Company”) issued a press release containing information about the Company's results of operations for the period ended December 31, 2013. | v369345_8k.htm |
| 2014-02-27 | 8-K | 2014-02-27 | 8.01 Other Events | 8.01 On February 27, 2014, Foster Wheeler AG (the “Company”) issued a press release announcing that the Company’s Board of Directors recommended the payment of a cash dividend of $0.40 per registered share, subject to approval by the Company’s shareholders at the Company’s annual general meeting, to be held on May 7, 2014. | v369596_8k.htm |
| 2014-02-13 | 8-K | 2014-02-13 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On February 13, 2014, Foster Wheeler AG (“Foster Wheeler” or the “Company”) entered into an Implementation Agreement (the “Implementation Agreement”) with AMEC plc (“AMEC”) relating to the acquisition of all of the issued and to be issued registered shares, par value CHF 3.00 per share, of Foster Wheeler (the “Shares”) by AMEC (the “Acquisition”). 7.01 On February 13, 2014, Foster Wheeler issued an internal announcement and presented slides in connection with a presentation to its employees relating to the Implementation Agreement. 8.01 On February 13, 2014, Foster Wheeler issued a press release relating its entry into the Implementation Agreement. | v368433_8k.htm |
| 2014-01-13 | 8-K | 2014-01-13 | 8.01 Other Events | 8.01 On January 13, 2014, Foster Wheeler AG ("Foster Wheeler") issued a press release announcing that it has provisionally agreed with AMEC plc non-binding outline terms concerning a possible business combination of Foster Wheeler and such party. | v365225_8-k.htm |
| 2014-01-03 | 8-K | 2013-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) Effective December 31, 2013, Umberto della Sala ended his term of employment as President and Chief Operating Officer of Foster Wheeler AG (the “Company”), in accordance with the terms of Mr. della Sala’s employment agreements with Company affiliates. | v363491_8k.htm |