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Published: 2021-04-07 17:05:40 ET
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8-K
Fortive Corp false 0001659166 0001659166 2021-04-07 2021-04-07 0001659166 us-gaap:CommonStockMember 2021-04-07 2021-04-07 0001659166 us-gaap:ConvertiblePreferredStockMember 2021-04-07 2021-04-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

April 7, 2021

Date of Report (Date of Earliest Event Reported)

 

 

Fortive Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-37654   47-5654583
(State or Other Jurisdiction
Of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

6920 Seaway Blvd

Everett, WA 98203

(Address of principal executive offices)

Registrant’s telephone number, including area code: (425) 446 - 5000

 

 

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:

 

☐

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

 

☐

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

 

☐

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

 

☐

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
Symbols

  

Name of Each Exchange on Which Registered

Common stock, par value $.01 per share   FTV   New York Stock Exchange
5.00% Mandatory Convertible Preferred Stock $0.01 par value   FTV.PRA   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).

Emerging growth company ☐

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 7.01 REGULATION FD DISCLOSURE

On April 7, 2021, Fortive Corporation (the “Company”) issued a press release announcing that it had been notified of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC”) for TRC to purchase for cash up to 2,000,000 shares of the Company’s outstanding common stock, and that the Company recommends that shareholders reject the offer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report and the press release attached hereto as Exhibit 99.1 are being furnished by the Company and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  (d)

Exhibits.

 

Exhibit No.

   

Description

99.1    Press Release, dated April 7, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

5

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.

 

FORTIVE CORPORATION
By:  

  /s/ Daniel B. Kim

  Name:     Daniel B. Kim
  Title:       Vice President - Associate General Counsel and Secretary

Date: April 7, 2021