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): April 9, 2015
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 April 9, 2015, Dover Corporation (the “Company” or “Dover”) issued the Press Release attached hereto as Exhibit 99.1 announcing the Company revised its full-year forecast for 2015.
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 April 9, 2015 |
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: April 9, 2015 | DOVER CORPORATION | |||||
| (Registrant) | ||||||
| By: | /s/ Ivonne M. Cabrera | |||||
| Ivonne M. Cabrera | ||||||
| Senior Vice President, General Counsel & Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Dover Corporation Press Release dated April 9, 2015 | |
Exhibit 99.1
CONTACT:
Paul Goldberg
Vice President - Investor Relations
(212) 922-1640
DOVER REVISES FULL-YEAR FORECAST
| • | Expects full-year revenue to decline -4% to -6%, including organic revenue of -2% to -4%, a -4% impact from foreign currencies, and growth from acquisitions of 2% |
| • | Forecasts full-year diluted earnings per share from continuing operations to be in the range of $4.20 to $4.40 |
Downers Grove, IL, April 9, 2015 — Dover (NYSE: DOV) today announced that it has revised its forecast for 2015 full-year revenue and diluted earnings per share from continuing operations (“EPS”).
The Company now expects full-year revenue to decline -4% to -6% versus a prior revenue forecast of +1% to -2%. This revised forecast includes organic revenue of -2% to -4%, a -4% impact from foreign currencies, and growth from completed acquisitions of 2%. The main factors driving this revision are weaker North American oil & gas markets, the exchange rate impact of foreign currencies and slower capital spending within Dover’s core retail refrigeration end markets. Full-year EPS is now anticipated to be in the range of $4.20 - $4.40, as compared to its prior guidance of $4.70 - $4.95. This new forecast represents a $0.55 reduction to the high-end of the prior guidance and a $0.50 reduction to the low-end. Approximately $0.20 of the full-year impact of this revised forecast will be reflected in the first quarter of 2015.
Dover’s President and Chief Executive Officer, Robert A. Livingston, said, “While our businesses continue to perform well in tough markets, we have been impacted by steeper and broader deterioration in the North American oil & gas markets and further strengthening of the US dollar against other currencies. These factors, together with slower than anticipated capital spending in our core refrigeration systems and case markets, will cause our full-year results to be lower than previously communicated. As we have proactively done over the last two quarters, we will continue to aggressively pursue restructuring initiatives to better align our cost base with the anticipated demand environment in 2015.”
Dover will release first quarter 2015 earnings at 6:00 a.m. Central time (7:00 a.m. Eastern time) on Tuesday, April 21, 2015. Later that morning, Dover will host a conference call at 9:00 a.m. Central time (10:00 a.m. Eastern time) to discuss these results. To participate on the conference call, please dial 1-888-802-8577 (domestic) or 1-973-935-8754, reservation number 19194889.
About Dover:
Dover is a diversified global manufacturer with annual revenues approaching $7.5 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 60 years, our team of 27,000 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, income, earnings, anticipated market conditions and our positioning, operating and strategic plans, industries in which Dover business operations 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 similar words or phrases 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, Dover’s ability to achieve expected savings from cost-control initiatives, such as lean and productivity programs; changes in customer demand or the impact of loss of a significant customer, or loss or non-renewal of significant contracts; the relative mix of products and services which impacts margins and operating efficiencies; economic conditions generally and changes in economic conditions globally and in markets served by Dover businesses, including well activity and U.S. industrials activity; increased competition and pricing pressures in the markets served by Dover’s businesses; the impact of interest rate and currency exchange rate fluctuations; conditions and events affecting domestic and global financial and capital markets. 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.