STERIS plc Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-03-28: Form 8-K; Period of report 2019-03-28; 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; 3.02 Unregistered Sales of Equity Securities; 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.
- 2019-03-08: Form 8-K; Period of report 2019-03-05; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2019-02-28: Form 8-K; Period of report 2019-02-28; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2019-02-11: Form 8-K; Period of report 2019-02-11; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-03-28 | 8-K | 2019-03-28 | 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; 3.02 Unregistered Sales of Equity Securities; 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 The information set forth in Item 5.02 under the heading “Plans” of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. 2.01 On March 28, 2019, pursuant to the Scheme, dated as of January 31, 2019, STERIS Ireland became the owner of the entire issued ordinary share capital of STERIS UK. 3.01 Prior to the consummation of the Scheme, the STERIS UK Shares were registered pursuant to Section 12(b) of the Exchange Act and listed on the NYSE under the symbol “STE.” As a result of the consummation of the Scheme, each Scheme Share was cancelled and such number of New STERIS UK Shares as was equal to the number of Scheme Shares so cancelled was issued to STERIS Ireland. 3.02 Pursuant to the Scheme, STERIS UK issued approximately 84,513,819 New STERIS UK Shares to STERIS Ireland. 3.03 Pursuant to the Scheme, each Scheme Share was cancelled and the shareholders of Scheme Shares received one STERIS Ireland Share for each Scheme Share they held. 5.01 The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 With effect from the consummation of the Scheme, on March 28, 2019 each of the directors of STERIS UK immediately prior to the completion of the Scheme voluntarily resigned from the board of directors of STERIS UK. 5.03 Upon the completion of the Scheme, STERIS UK, through a series of amendments, adopted new articles of association to reflect STERIS UK’s status as a wholly-owned indirect subsidiary of STERIS Ireland and the change of its name to STERIS Limited. | d722899d8k.htm |
| 2019-03-08 | 8-K | 2019-03-05 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d698227d8k.htm |
| 2019-02-28 | 8-K | 2019-02-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 STERIS plc (the “Company” or “STERIS”) held a Court Meeting of Shareholders (the “Court Meeting”) and a General Meeting of Shareholders (the “General Meeting”), each on February 28, 2019. | d718373d8k.htm |
| 2019-02-11 | 8-K | 2019-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2019, STERIS plc (the “Company”) issued a press release announcing financial results for its fiscal 2019 third quarter ending December 31, 2018 and an interim dividend. | d671672d8k.htm |
| 2018-12-04 | 8-K | 2018-12-04 | 2.05 Costs Associated with Exit or Disposal Activities | 2.05 On December 4, 2018 STERIS plc (“STERIS”) issued a release announcing a targeted restructuring plan, which plan includes closure of two manufacturing facilities, one in Brazil and one in England, as well as other actions, including product rationalization. | d536185d8k.htm |
| 2018-11-06 | 8-K | 2018-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2018, STERIS plc (the “Company”) issued a press release announcing financial results for its fiscal 2019 second quarter ending September 30, 2018, an interim dividend, and its intention to redomicile from the United Kingdom to Ireland. | d627992d8k.htm |
| 2018-08-08 | 8-K | 2018-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2018, STERIS plc (the “Company”) issued a press release announcing financial results for its fiscal 2019 first quarter ending June 30, 2018, as well as an interim dividend. | d606416d8k.htm |
| 2018-08-06 | 8-K | 2018-07-31 | 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 | 5.02 Daniel A. Carestio has been appointed Chief Operating Officer of the Company effective August 1, 2018. 5.07 At the STERIS plc (the “Company”) 2018 Annual General Meeting of Shareholders (“Meeting”), held on July 31, 2018, shareholders voted on the matters specified below, with the final voting results as specified. | d605992d8k.htm |
| 2018-05-09 | 8-K | 2018-05-04 | 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 On May 9, 2018, STERIS plc (the “Company”) issued a press release announcing financial results for the three and twelve month periods ended March 31, 2018. 5.02 John P. Wareham, Chairman of the Company’s Board of Directors, notified the Company on May 4, 2018 that he will not stand for re-election when his current term expires at the Company’s 2018 Annual General Meeting of Shareholders (“2018 AGM”). | d560774d8k.htm |
| 2018-03-26 | 8-K | 2018-03-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.03 On March 23, 2018, the Company entered into the Credit Agreement as described under Item 1.01 above. 5.02 The Company amended and restated its Management Incentive Compensation Plan (“MICP”) on March 26, 2018, effective as of and for the Company’s fiscal year that begins April 1, 2018. | d556728d8k.htm |
| 2018-02-07 | 8-K | 2018-02-07 | 2.02 Results of Operations and Financial Condition | 2.02 On February 7, 2018, STERIS plc (“STERIS”) issued a press release announcing financial results for its fiscal 2018 third quarter ended December 31, 2017, as well as an interim dividend. | d372830d8k.htm |
| 2018-01-08 | 8-K | 2018-01-08 | 7.01 Regulation FD Disclosure | 7.01 Based on currently available information, STERIS estimates that the U.S. Tax Cuts and Jobs Act (TCJA) will result in a tax gain of approximately $25 million in its third quarter of fiscal 2018, ended December 31, 2017. | d509289d8k.htm |
| 2017-11-20 | 8-K | 2017-11-20 | 7.01 Regulation FD Disclosure | 7.01 Effective November 20, 2017, STERIS plc (“STERIS”) has sold its Synergy Health Healthcare Consumable Solutions (“HCS”) business to Vernacare, a UK based manufacturer and provider of infection control products to the healthcare sector. | d408949d8k.htm |
| 2017-11-01 | 8-K | 2017-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2017, STERIS plc (“STERIS”) issued a press release announcing financial results for its fiscal 2018 second quarter ended September 30, 2017, as well as an interim dividend. | d472712d8k.htm |
| 2017-08-08 | 8-K | 2017-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2017, STERIS plc (“STERIS”) issued a press release announcing financial results for its fiscal 2018 first quarter ended June 30, 2017, as well as an interim dividend. | d391393d8k.htm |
| 2017-08-01 | 8-K | 2017-08-01 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the STERIS plc (the “Company”) 2017 Annual General Meeting of Shareholders (“Meeting”), held on August 1, 2017, shareholders voted on the matters specified below, with the final voting results as specified. | d390018d8k.htm |
| 2017-06-01 | 8-K | 2017-05-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Attached as Exhibit 10.1 is the form of Performance Restricted Stock Agreement used by STERIS plc for restricted stock awards made on May 30, 2017 to its executive officers. | d514391d8k.htm |
| 2017-05-09 | 8-K | 2017-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2017, STERIS plc issued a press release announcing financial results for the three and twelve month periods ended March 31, 2017. | d374732d8k.htm |
| 2017-02-10 | 8-K | 2017-02-09 | 7.01 Regulation FD Disclosure | 7.01 Effective February 9, 2017, STERIS plc (“STERIS”) completed the divestiture of Synergy Health Textiel Service B.V. and its subsidiaries, STERIS’s remaining linen business, with a buy-out by that business’s current management team. | d335739d8k.htm |
| 2017-02-07 | 8-K | 2017-02-07 | 2.02 Results of Operations and Financial Condition | 2.02 On February 7, 2017, STERIS plc (“STERIS”) issued a press release announcing financial results for its fiscal 2017 third quarter ended December 31, 2016, as well as an interim dividend. | d342196d8k.htm |
| 2017-01-26 | 8-K | 2017-01-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On January 23, 2017, STERIS plc (the “Company” or “STERIS”) entered into a Note Purchase Agreement with various institutional investors (the “Note Purchase Agreement”), providing for the private issuance and sale on February 27, 2017 by the Company of the Company’s fixed-rate Series A Senior Notes (the “Senior Notes”) in the aggregate principal amount of $95 million, €99 million and £75 million, or a total of approximately $296 million based upon closing exchange rates as of the date of signing of the Note Purchase Agreement. 2.03 The information set forth in Item 1.01 above under Note Purchase Agreement is incorporated herein by reference. 5.02 Karen L. Burton has been appointed Vice President, Controller & Chief Accounting Officer effective January 26, 2017. | d322444d8k.htm |
| 2016-11-08 | 8-K/A | 2016-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 STERIS plc (the “Company”) has identified certain errors in its Consolidated Condensed Statement of Cash Flows and related calculation of Free Cash Flow for the six months ended September 30, 2016, which were originally published with the Company’s November 2, 2016 press release announcing the Company’s quarterly financial results, which release is furnished as Exhibit 99.1 hereto. | ste0930168-ka.htm |
| 2016-11-02 | 8-K | 2016-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2016, STERIS plc (“STERIS”) issued a press release announcing financial results for its fiscal 2017 second quarter ended September 30, 2016, as well as an interim dividend. | d267036d8k.htm |
| 2016-09-01 | 8-K | 2016-08-31 | 7.01 Regulation FD Disclosure | 7.01 Effective August 31, 2016, STERIS plc (“STERIS” or “Company”) has sold its Applied Infection Control (“AIC”) product line to DEB USA, Inc., a wholly-owned subsidiary of S.C. Johnson & Son, Inc. The Company believes that the AIC product line is better aligned with DEB, a leading provider of hand hygiene and other skin care system products to a broad group of institutional Customers around the world. | d243027d8k.htm |
| 2016-08-09 | 8-K | 2016-08-09 | 2.02 Results of Operations and Financial Condition | 2.02 On August 9, 2016, STERIS plc (“STERIS”) issued a press release announcing financial results for its fiscal 2017 first quarter ended June 30, 2016, as well as an interim dividend and a share repurchase authorization. | d219357d8k.htm |
| 2016-08-03 | 8-K | 2016-08-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 At the STERIS plc (the “Company”) 2016 Annual General Meeting of Shareholders (“Meeting”), held on August 2, 2016, shareholders voted on the matters specified below, with the final voting results as specified. | d235765d8k.htm |
| 2016-07-22 | 8-K | 2016-07-22 | 7.01 Regulation FD Disclosure | 7.01 Effective July 22, 2016, STERIS plc (“STERIS”) has acquired Medisafe Holdings Ltd, a U.K. manufacturer of washer/disinfector equipment and related consumables and services for approximately £27 million. | d212751d8k.htm |
| 2016-07-01 | 8-K | 2016-07-01 | 7.01 Regulation FD Disclosure | 7.01 Effective July 1, 2016, STERIS plc (“STERIS”) has sold its UK Linen Management Services business to STAR Mayan Limited for approximately £50 million. | d210829d8k.htm |
| 2016-05-18 | 8-K | 2016-05-17 | 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 On May 18, 2016, STERIS plc issued a press release announcing financial results for the three and twelve month periods ended March 31, 2016. 5.02 The Company adopted on May 17, 2016 a new Management Incentive Compensation Plan, Effective April 1, 2016 (“MICP”). | d138258d8k.htm |
| 2016-04-08 | 8-K | 2016-04-08 | 7.01 Regulation FD Disclosure | 7.01 The combination of STERIS Corporation and Synergy Health plc was undertaken in November 2015 for strategic reasons. | d178063d8k.htm |
| 2016-02-09 | 8-K | 2016-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2016, STERIS plc issued a press release announcing financial results for its fiscal 2016 third quarter ended December 31, 2015. | d132645d8k.htm |
| 2016-02-02 | 8-K | 2016-01-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 The STERIS Corporation Management Incentive Compensation Plan (“MICP”), the STERIS Corporation Senior Executive Management Incentive Compensation Plan (“SEMICP”) and the Synergy Health Incentive Compensation Plan (“Synergy Plan,” and collectively together with the MICP and SEMICP, the “Plans,” and each individually sometimes referred to as “Plan”) have been terminated effective December 31, 2015. | d131160d8k.htm |
| 2016-01-13 | 8-K/A | 2015-11-02 | 9.01 Financial Statements and Exhibits | 9.01 (i) The historical consolidated statements of financial position of Synergy as of March 29, 2015 and March 30, 2014 and the related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the years ended March 29, 2015, March 30, 2014 and March 31, 2013, together with the notes thereto and the auditors’ report thereon filed as Exhibit 99.1 hereto. | d116261d8ka.htm |
| 2015-12-22 | 8-K | 2015-12-22 | 8.01 Other Events | 8.01 On December 22, 2015, STERIS plc (“STERIS”) issued a press release announcing its outlook for fiscal 2016 and other matters. | d109949d8k.htm |
| 2015-11-06 | 8-K | 2015-11-02 | 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; 3.03 Material Modification to Rights of Security Holders; 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 | 2.01 The disclosures under the Introductory Note are incorporated herein by reference. 2.03 In order to fund the Combination, including the cash payments made in respect of Synergy Shares, the repayment of Synergy debt and certain transaction expenses, STERIS plc borrowed (i) $132 million, £49 million, and €127.75 million under the revolving credit facility provided for under that certain Credit Agreement dated as of March 31, 2015, as amended (the “Credit Agreement”) among STERIS plc and STERIS US, as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, the guarantors party thereto, and the lending institutions party thereto, as Lenders and (ii) $400 million under the Credit Agreement’s term loan facility. 3.02 On November 2, 2015, STERIS plc issued 25,848,798 New STERIS Shares to the shareholders of Synergy in connection with the consummation of the Scheme. 3.03 The information set forth in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.02 Upon the consummation of the Combination, on November 2, 2015, each of the directors of STERIS US as of immediately prior to the consummation of the Combination, consisting of Richard C. Breeden, Cynthia L. Feldmann, Jacqueline B. Kosecoff, David B. Lewis, Kevin M. McMullen, Mohsen M. Sohi, John P. Wareham, Loyal W. Wilson, and Michael B. Wood, became directors of STERIS plc. 5.03 On November 2, 2015, in connection with the consummation of the Combination, STERIS plc received its Certificate of Incorporation on re-registration as a public limited company from the Registrar of Companies, United Kingdom, in connection with its re-registration as a public limited company organized under the laws of England and Wales, pursuant to which its name was changed from “New STERIS Limited” to “STERIS plc.” The Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. | d38133d8k.htm |
| 2015-11-02 | 8-K | 2015-11-02 | 8.01 Other Events | 8.01 On November 2, 2015, STERIS plc issued a press release announcing the closing of the previously announced combination of STERIS Corporation and Synergy Health plc (“Synergy”). | d71062d8k.htm |