Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 34K
2: EX-10.1 Material Contract HTML 384K
3: EX-10.2 Material Contract HTML 130K
4: EX-99.1 Miscellaneous Exhibit HTML 18K
8: R1 Document And Entity Information HTML 45K
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9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
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(Address of principal executive offices, with zip code)
i(619)i275-1400
(Registrant’s telephone number, including area code)
N/A
(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):
io
Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
io
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
io
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
io
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
Name of exchange on which registered
iCommon
stock, par value $0.001 per share
iWDFC
iNASDAQ 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 io
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 o
EXPLANATORY
NOTE
This filing amends Item 9.01 of the Current Report on Form 8-K of WD-40 Company (“Company”) filed on March 4, 2024 to insert the agreements referenced in Item 1.01 as exhibits and to replace Exhibit 99.1 (which now contains the Media and Investor Contact).
Item 1.01.
Entry into a Material Definitive Agreement.
On March 4, 2024 (“Closing Date”), WD-40 Holding Company Brasil Ltda. (“Buyer”),
a wholly-owned subsidiary of WD-40 Company (“Company”), acquired all of the issued and outstanding capital stock of Brazilian distributor, Theron Marketing Ltda. (“Theron”), from M12 Participações Empresariais S.A. (“Seller”) in a cash-for-stock transaction. The approximate purchase price of $6.9 million USD is subject to a 90-day post closing adjustment. Theron had been the exclusive distributor of WD-40® Brand products in Brazil for the last 27 years. The Quota Purchase Agreement of even date (“Agreement”) entered into by Buyer, Seller, and Theron included the following additional terms and conditions:
a. The establishment of an escrow account containing approximately $200,000 USD of the cash consideration to cover indemnifiable losses, if any, with the balance to be released to Seller on the second anniversary
of the Closing Date,
b. The purchase of an insurance bond or policy by Seller to cover certain taxes for which Seller agreed to indemnify Buyer,
c. A three-year non-competition provision, and
d. A one-year non-solicitation provision.
In connection with this acquisition, Theron signed a three-year Transition Services Agreement (“TSA”) with VDBN Representações Comerciais Ltda., a related party of Seller, for logistics and related services, for which the minimum fees total approximately $2.1 million USD.
The foregoing descriptions of the terms of the Agreement and TSA do not purport to be complete and are qualified
in their entirety by reference to the full text of the Agreement and TSA, a copy of each which is filed as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 7.01.
Regulation FD Disclosure.
On March 4, 2024, the Company issued a press
release announcing the acquisition of Brazilian distributor, Theron Marketing Ltda., by its Brazilian subsidiary, WD-40 Holding Company Brasil Ltda. The Company also announced that it will share additional details of this acquisition with investors when its results for the second fiscal quarter of 2024 are reported, which are expected to be released on April 9, 2024.
The
information in Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and is not deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The cover page from this Amendment No. 1 to Current Report on Form 8-K, formatted in Inline XBRL
*
Except for Exhibit 1.1 of the Agreement, the other exhibits, schedules and/or attachments to Exhibit 10.1 and 10.2 have been
omitted in accordance with Regulation S-K Item 601(b)(10). The Company agrees to furnish a copy of any omitted schedule to the U.S. Securities and Exchange Commission upon its request.
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.
