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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/21 Regal Beloit Corp. 8-K:5,9 4/09/21 11:201K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 8K 7: R1 Cover HTML 47K 9: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- tm2112583d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- rbc-20210409_lab XML 96K 5: EX-101.PRE XBRL Presentations -- rbc-20210409_pre XML 64K 3: EX-101.SCH XBRL Schema -- rbc-20210409 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-21-048474-xbrl Zip 13K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 April 9,
2021
(Exact name of registrant as specified in its charter)
| i Wisconsin | i 1-7283 | i 39-0875718 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
i 200 State Street, i Beloit, i Wisconsin i 53511
(Address of principal executive offices, including zip code)
(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:
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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 Securities Exchange Act of 1934:
| Title of each class | Trading symbol | Name of each exchange on which registered |
| i Common Stock | i RBC | i New York Stock Exchange |
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).
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. ¨
C:
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 9, 2021, the Board of Directors of Regal Beloit Corporation (the “Company”) adopted an amendment and restatement of Section 8.02(a) of Article VIII of the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of that same date (the “Amendment”). The Amendment amends the exclusive forum provision contained in the Bylaws to change the choice of forum to any commercial court established pursuant to Wisconsin Supreme Court Order No. 16-05 and amendments thereto.
Specifically, the Amendment provides that unless a majority of the Board of Directors, acting on behalf of the Company, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), any commercial court established pursuant to Wisconsin Supreme Court Order No. 16-05 and amendments thereto (or, if such commercial courts established pursuant to such order do not have jurisdiction or cease to exist, any circuit court located within the State of Wisconsin or, if no circuit court located within the State of Wisconsin has jurisdiction, any other state court located within the State of Wisconsin, or if no state court located within the State of Wisconsin has jurisdiction, a federal district court located in the State of Wisconsin), to the fullest extent permitted by law, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim against the Company or any of its directors, officers or other employees arising pursuant to any provision of the Wisconsin Business Corporation Law, these bylaws or the Articles of Incorporation (in each case, as may be amended from time to time), or (iv) any action asserting a claim against the Company or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Wisconsin, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants. Unless a majority of the Board, acting on behalf of the Company, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the federal district courts of the United States of America, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as amended.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
C:
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. The following exhibit is being filed herewith: |
REGAL BELOIT CORPORATION
Exhibit Index to Report on Form 8-K
| Exhibit Number | Exhibit Description | |
| 3.1 | Section 8.02(a) of Article VIII of the Amended and Restated Bylaws of Regal Beloit Corporation, as amended on April 9, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
C:
SIGNATURES
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.
| REGAL BELOIT CORPORATION | ||
| Date: April 9, 2021 | By: | /s/ Thomas E. Valentyn |
| Thomas E. Valentyn | ||
| Vice President, General Counsel and Secretary | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 4/9/21 | DEFA14A | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/21/21 Regal Rexnord Corp. 424B3 1:10M Toppan Merrill/FA 7/21/21 Zurn Elkay Water Solutions Corp. DEFM14A 1:12M Toppan Merrill/FA 7/19/21 Zurn Elkay Water Solutions Corp. PRER14A 7/16/21 1:13M Toppan Merrill/FA 7/16/21 Regal Rexnord Corp. S-4/A 11:10M Toppan Merrill/FA 7/01/21 Zurn Elkay Water Solutions Corp. PRER14A 1:15M Toppan Merrill/FA 6/30/21 Regal Rexnord Corp. S-4/A 10:10M Toppan Merrill/FA 5/11/21 Land Newco, Inc. 10-12G 5/10/21 6:9.6M Toppan Merrill/FA 5/11/21 Zurn Elkay Water Solutions Corp. PREM14A 5/10/21 1:10M Toppan Merrill/FA 5/10/21 Regal Rexnord Corp. S-4 11:9.9M Toppan Merrill/FA |