GOODRICH CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-08-01: Form 8-K; Period of report 2012-07-26; 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.
- 2012-04-26: Form 8-K; Period of report 2012-04-26; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2012-03-13: Form 8-K; Period of report 2012-03-13; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-02-02: Form 8-K; Period of report 2012-02-02; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-08-01 | 8-K | 2012-07-26 | 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 | 1.02 Effective as of the completion of the Merger (as defined below), the non-employee director phantom share plans of Goodrich Corporation, a New York corporation (the “Company”), including the Goodrich Corporation Directors’ Phantom Share Plan, as amended, and the Goodrich Corporation Outside Director Phantom Share Plan, as amended, were terminated. 2.01 On July 26, 2012, the Company completed its previously announced merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of September 21, 2011 (the “Merger Agreement”) by and among United Technologies Corporation, a Delaware corporation (“UTC”), Charlotte Lucas Corporation, a New York corporation and wholly owned subsidiary of UTC (“Merger Sub”), and the Company. 3.01 On July 26, 2012, in connection with completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of its intent to remove the Company’s common stock, par value $5.00 per share (the “Company Common Stock”), from listing on the NYSE and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 At the effective time and as a result of the Merger, each outstanding share of the Company Common Stock (other than each share (i) held in the treasury of the Company, (ii) owned directly by UTC or Merger Sub, or (iii) held by any direct or indirect wholly owned subsidiary of the Company, any direct or indirect wholly owned subsidiary of UTC or any direct or indirect wholly owned subsidiary of Merger Sub) was converted into the right to receive $127.50 in cash, without interest (the “Merger Consideration”), payable to the holder of such share. 5.01 A change in control of the Company occurred on July 26, 2012, upon the effective time of the Merger, at which time Merger Sub merged with and into the Company. 5.02 All of the directors of the Company immediately prior to the effective time of the Merger ceased to be directors of the Company at the effective time of the Merger and were replaced by An-Ping Hsieh and Timothy Airgood, the directors of Merger Sub immediately prior to the effective time of the Merger. 5.03 On July 30, 2012, the restated certificate of incorporation of the Company was amended to read as the certificate of incorporation of Merger Sub (except with respect to the name of the Company), and to provide for certain other administrative and ministerial changes. | d388891d8k.htm |
| 2012-04-26 | 8-K | 2012-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2012, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the first quarter 2012. | d339788d8k.htm |
| 2012-03-13 | 8-K | 2012-03-13 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 At the special meeting of shareholders of Goodrich Corporation (the “Company”) held on March 13, 2012, shareholders approved (i) the proposal to adopt the Agreement and Plan of Merger dated as of September 21, 2011, by and among the Company, United Technologies Corporation and Charlotte Lucas Corporation, and (ii) the proposal to approve, on a non-binding advisory basis, the compensation to be paid to the Company’s named executive officers that is based on or otherwise relates to the merger. 8.01 On March 13, 2012, the Company issued a press release announcing shareholder adoption of the Agreement and Plan of Merger. | d314931d8k.htm |
| 2012-02-02 | 8-K | 2012-02-02 | 2.02 Results of Operations and Financial Condition | 2.02 On February 2, 2012, Goodrich Corporation (“Goodrich”) issued a press release announcing its financial results for the fourth quarter and full year 2011. | d291822d8k.htm |