SEC Info - Foster L B Co. - ‘8-K’ for 9/9/20

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Foster L B Co. – ‘8-K’ for 9/9/20

On: Wednesday, 9/9/20, at 12:51pm ET · For: 9/9/20 · Accession #: 352825-20-50 · File #: 0-10436

  As Of               Filer                 Filing    For·On·As Docs:Size

 9/09/20  Foster L B Co.                    8-K:8,9     9/09/20   13:991K

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     36K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     31K 
 9: R1          Cover                                               HTML     46K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- fstr-20200909_htm                   XML     28K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- fstr-20200909_cal               XML      7K 
 5: EX-101.DEF  XBRL Definitions -- fstr-20200909_def                XML      9K 
 6: EX-101.LAB  XBRL Labels -- fstr-20200909_lab                     XML     67K 
 7: EX-101.PRE  XBRL Presentations -- fstr-20200909_pre              XML     33K 
 3: EX-101.SCH  XBRL Schema -- fstr-20200909                         XSD     11K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    17K 
13: ZIP         XBRL Zipped Folder -- 0000352825-20-000050-xbrl      Zip     20K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C:

fstr-20200909

i 0000352825 i FALSE00003528252020-09-092020-09-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) i September 9, 2020 (September 4, 2020)

i L.B. Foster Company

(Exact name of registrant as specified in its charter)

i i Pennsylvania /

i 000-10436

i 25-1324733

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

i 415 Holiday Drive, Suite 100,

i 15220

i Pittsburgh,

i i Pennsylvania /

(Zip Code)

(Address of principal executive offices)

( i 412) i 928-3400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

i i ☐ /

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i i ☐ /

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i i ☐ /

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

i i Common Stock, Par Value $0.01 /

i i FSTR /

i NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On i September 9, 2020, L.B. Foster Company (“Company”) announced its subsidiary, IOS Holdings, Inc. (“Seller”) completed the sale of the issued and outstanding membership interests of its upstream oil and gas test and inspection business, IOS Acquisitions, LLC and subsidiaries (“Business”), to an unrelated third party buyer (“Purchaser”) pursuant to the Interest Purchase Agreement, dated September 4, 2020 (“Purchase Agreement”), by and between the Seller and the Purchaser, for $4.0 million. There were no such material relationships between the Company and the Purchaser, other than in respect of the sale. The sale coincides with the Company’s strategic evaluation to mitigate the losses resulting from upstream oil and gas market conditions. Beginning with the quarter ending September 30, 2020, the Company will present the Business as discontinued operations within the financial statements.

On i September 9, 2020, the Company issued a press release announcing the sale of the Business. A copy of that press release is furnished with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index below.

Exhibit Index


Exhibit Number			Description
*99.1			Press Release dated September 9, 2020, of L.B. Foster Company.

*104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Exhibits marked with an asterisk are filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		L.B. FOSTER COMPANY
		(Registrant)

Date:	i September 9, 2020	/s/ *James M. Kempton*
		James M. Kempton
		Controller and
		Principal Accounting Officer
		(Duly Authorized Officer of Registrant)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	9/30/20	10-Q
Filed on / For Period end:	9/9/20
	9/4/20
		List all Filings

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Filing Submission 0000352825-20-000050 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Foster L B Co. – ‘8-K’ for 9/9/20

On: Wednesday, 9/9/20, at 12:51pm ET · For: 9/9/20 · Accession #: 352825-20-50 · File #: 0-10436

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Current Report — Form 8-KFiling Table of Contents

‘8-K’ — Current Report

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Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents