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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2005
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WATTS WATER TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 001-11499 04-2916536
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
815 Chestnut Street, North Andover, Massachusetts 01845
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(Address of Principal Executive Offices) (Zip Code)
(978) 688-1811
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(Registrant's telephone number, including area code)
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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. below):
|_| 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 1.01. Entry into a Material Definitive Agreement
On December 8, 2005, Watts Water Technologies, Inc. (the "Company") and
Watts Regulator Co. ("Watts Regulator"), a wholly-owned subsidiary of the
Company, entered into an agreement (the "Purchase Agreement") to purchase all of
the outstanding capital stock of Dormont Manufacturing Company ("Dormont"), a
manufacturer of flexible stainless steel connectors for natural and liquid
propane gas, from Evan J. Segal and Stacy A. Brovitz (the "Sellers"). Under the
terms of the Purchase Agreement, Watts Regulator agreed to pay $94,500,000 in
cash to purchase all of the outstanding stock of Dormont and the land on which
Dormont's manufacturing facility is located, subject to a post-closing working
capital adjustment. The Purchase Agreement provides that $4,725,000 of the
purchase price will be held in escrow to secure the indemnification obligations
of the Sellers. Watts Regulator intends to fund the transaction with borrowings
under the Company's credit facility and cash on hand.
The terms of the Purchase Agreement were determined on the basis of
arm's-length negotiations. The Company has previously derived an immaterial
amount of revenue from sales of water heater connectors to Dormont in the
ordinary course of business. Other than with respect to the transactions
contemplated by the Purchase Agreement, neither the Company nor Watts Regulator
considers its relationship with Dormont or the Sellers to be material, and, to
the Company's knowledge, no affiliates of the Company or Watts Regulator, or any
director or officer of the Company or Watts Regulator, or any associate of such
director or officer, has a material relationship with Dormont or the Sellers.
The Purchase Agreement provides for customary representations, warranties
and covenants by the Company, Watts Regulator and the Sellers. Certain of the
Sellers' indemnity obligations in favor of the Company and Watts Regulator apply
only with respect to aggregate liabilities in excess of specified thresholds,
are subject to caps and are effective only for specified periods of time. All
long-term debt of Dormont will be paid by the Sellers and no long-term debt will
be assumed by the Company or Watts Regulator. In connection with the
transaction, Watts Regulator will enter into a Real Property Transfer Agreement
with Dormont Realty Partners, L.P., a limited partnership controlled by the
Sellers, for the purchase of the land on which Dormont's facilities in Export,
Pennsylvania are located. The consummation of the acquisition is subject to
customary closing conditions, including expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
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.
Date: December 9, 2005 WATTS WATER TECHNOLOGIES, INC.
By: /s/ William C. McCartney
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William C. McCartney
Chief Financial Officer