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: June 23, 2008
(Date of earliest event reported)
The Eastern Company
(Exact name of Registrant as specified in its charter)
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Connecticut |
0-599 |
06-0330020 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of incorporation) |
Identification No.) |
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112 Bridge Street, Naugatuck, Connecticut |
06770 |
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(Address of principal executive offices) |
(Zip Code) |
(203) 729-2255
(Registrant’s telephone number, including area code)
________________________________________________
(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)
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4( c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
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Item 1.01 – Entry Into A Material Definitive Agreement |
On June 23, 2008, the Board of Directors of The Eastern Company (the "Company"), voted to adopt a new Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the "2008 Rights Agreement"). For a description of the 2008 Rights Agreement, please refer to Item 3.03 of this Current Report on Form 8-K.
Section 3 – Securities and Trading Markets
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Item 3.03 – Material Modification to Rights of Security Holders |
On June 23, 2008, the Board of Directors of the Company voted to adopt the 2008 Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. Pursuant to the 2008 Rights Agreement, the Company declared a dividend distribution of one right for each share of the Company's common stock, no par value, (the "Common Stock"), payable on July 23, 2008 to shareholders of record on July 3, 2008 (the "Record Date"), and authorized the issuance of one right for each share of Common Stock that becomes outstanding between the Record Date and the Distribution Date (as defined in the 2008 Rights Agreement), and under certain circumstances thereafter. The new Rights are redeemable under certain circumstances at $.01 per Right, and will expire on July 23, 2018 subject to extension or earlier redemption.
For additional information concerning the 2008 Rights Agreement, please refer to the “Summary of Rights to Purchase Common Shares” attached as Exhibit 4.
Section 7 – Regulation FD
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Item 7.01 – Regulation FD Disclosure |
On June 23, 2008, the Company issued a press release concerning the vote by the Board of Directors to adopt the 2008 Rights Agreement. A copy of the press release dated June 23, 2008 is attached hereto.
Section 9 – Financial Statements and Exhibits
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Item 9.01 – Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit No. |
Exhibit |
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4 |
Press Release dated June 23, 2008 together with attached Letter to Shareholders dated June 23, 2008 and Summary of Rights to Purchase Common Shares. |
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.
THE EASTERN COMPANY
By /s/Leonard F. Leganza
Leonard F. Leganza
Chairman, President and Chief Executive Officer
Date: June 23, 2008
EXHIBIT INDEX
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Exhibit No. |
Description |
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4 |
Press Release dated June 23, 2008 together with attached Letter to Shareholders dated June 23, 2008 and Summary of Rights to Purchase Common Shares. |