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
Date of Report (Date of earliest event reported): December 8, 2014
________________________________
DOVER CORPORATION
(Exact name of registrant as specified in its charter)
________________________________
State of Delaware | 1-4018 | 53-0257888 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3005 Highland Parkway | ||
Downers Grove, Illinois 60515 | ||
(Address of principal executive offices) | ||
(630) 541-1540
(Registrant’s telephone number, including area code)
______________________
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)) |
Item 7.01 Regulation FD Disclosure
On December 8, 2014, Dover Corporation (the “Company” or “Dover”) issued the Press Release attached hereto as Exhibit 99.1, announcing the Company’s plans to share its strategy and financial expectations for the next three years during its 2014 Investor Day, its initiation of full-year guidance of 2015 and its updated full-year guidance of 2014 to include the impact of restructuring actions taken in the fourth quarter.
As previously announced, the Company is holding its Investor Day conference on Monday, December 8, 2014 in New York, NY. The presentations begin at 1:00 p.m. EST. A link to the live audio webcast of the speaker’s presentations will be available on the Company’s website (www.dovercorporation.com). Additionally, the replay of the meeting and presentations will be archived on the website and will be available starting on December 9, 2014 at 8:00 a.m. EST.
Exhibit 99.1 contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The forward-looking statements include any statements that are not historical facts. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations. Such risk factors include, but are not limited to, market and economic conditions and changes in corporate policy. Dover refers you to the documents the Company files from time to time with the Securities and Exchange Commission, such as Dover's periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, for a discussion of these and other risks and uncertainties that could cause actual results to differ materially from Dover's current expectations and from the forward-looking statements. Dover undertakes no obligation to update any forward-looking statement, except as required by law.
The information in this report (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed by Dover under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial statements of businesses acquired. |
Not applicable.
(b) | Pro forma financial information. |
Not applicable.
(c) | Shell company transactions. |
Not applicable.
(d) | Exhibits. |
The following exhibit is furnished as part of this report:
99.1 Dover Corporation Press Release dated December 8, 2014.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Date: | December 8, 2014 | DOVER CORPORATION | ||
(Registrant) | ||||
By: | /s/ Ivonne M. Cabrera | |||
Ivonne M. Cabrera | ||||
Senior Vice President, General Counsel & Secretary | ||||
EXHIBIT INDEX
Exhibit No. | Exhibit | |
99.1 | Dover Corporation Press Release dated December 8, 2014 | |
Exhibit 99.1
CONTACT: | ||
Paul Goldberg | ||
Vice President - Investor Relations | ||
(212) 922-1640 | ||
DOVER HOSTS INVESTOR CONFERENCE, INITIATES GUIDANCE FOR 2015
AND UPDATES FULL YEAR 2014 GUIDANCE
Downers Grove, IL, December 8, 2014 - Dover (NYSE: DOV) announced that it will share its strategy and financial expectations for the next three years, including its full-year 2015 guidance, at its Investor Conference today in New York City. The Company will also update its 2014 guidance to include the impact of restructuring actions taken in the fourth quarter.
Dover is initiating guidance of $5.05 to $5.30 for full-year 2015 earnings per share from continuing operations (“EPS”). This EPS guidance is based on full-year revenue growth in the range of 3% to 6%, comprised of organic growth of 1% to 4%, acquisition growth of 3% and a 1% impact from currency.
For the full-year 2014, Dover now expects adjusted EPS to be in the range of $4.55 to $4.62, representing an $0.18 to $0.20 reduction to the prior adjusted EPS guidance of $4.75 - $4.80, which excludes $0.04 of discrete tax benefits. This change in 2014 EPS guidance reflects the impact of restructuring actions taken in the fourth quarter and other one-time items. These actions, which principally include workforce reductions and a continuation of our focus to consolidate our manufacturing footprint, are expected to yield over $50 million in annualized benefits and result in one-time charges of $45 million, with roughly $40 million of those charges impacting the fourth quarter.
The Company will provide additional information at its Investor Conference which will begin at 1:00 p.m. Eastern Time. The speakers’ presentations will be available live to all interested parties via webcast, which can be accessed on the Investor Relations section of the Company’s website at www.dovercorporation.com. The presentations will also be archived on the website and will be available starting on December 9, 2014, at 8:00 a.m. Eastern Time.
About Dover:
Dover is a diversified global manufacturer with annual revenues of $8 billion. We deliver innovative equipment and components, specialty systems and support services through four major operating segments: Energy, Engineered Systems, Fluids, and Refrigeration & Food Equipment. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for nearly 60 years, our team of 28,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.” Additional information is available at http://www.dovercorporation.com.
Forward-Looking Statements:
This press release contains “forward-looking” statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, 2014 and 2015 revenue growth and earnings per share, and reflect anticipated market conditions and our positioning, commodity prices that affect the markets our businesses serve, expected contributions from acquisitions, as well as productivity initiatives and restructuring actions, leverage on increased sales and share repurchase activities, operating and strategic plans, cash flows, industries in which Dover businesses operate and the U.S. and global economies. The forward-looking statements in this release may be indicated by words or phrases such as “anticipate,” “expect,” “believe,” “indicate,” “suggests,” “will,” “plans,” “supports,” “projects,” “should,” “would,” “could,” “forecast” and “management is of the opinion,” or the use of the future tense. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not
limited to, the state of the worldwide economy and sovereign credit; fluctuations in commodity prices; political events; the impact of natural disasters and their effect on global supply chains and energy markets; current economic conditions and uncertainties in the credit and capital markets; instability in countries where we conduct business; our ability to expand into new geographic markets and to anticipate and meet customer demands for new products; increased competition and pricing pressures in our markets; the terms and timing of the sale of any business in discontinued operations; the impact of loss of a single-source manufacturing facility; changes in customer demand or loss of a significant customer; the relative mix of products and services which impacts margins and operating efficiencies; short-term capacity constraints; increases in the cost of raw materials; domestic and foreign governmental and public policy changes including environmental regulations, conflict minerals disclosure requirements, and tax policies (including domestic and international export subsidy programs, R&E credits and other similar programs); protection and validity of patent and other intellectual property rights; our ability to identify and successfully consummate value-adding acquisition opportunities; our ability to achieve expected savings from integration, synergy and other cost-control initiatives; unforeseen developments in contingencies such as litigation; international economic conditions including interest rate and currency exchange rate fluctuations; possible future terrorist threats and their effect on the worldwide economy; and a downgrade in our credit ratings. We refer you to the documents we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in this press release. We undertake no obligation to update any forward-looking statement, except as required by law.