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): March 18, 2024
Atmus Filtration Technologies Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-41710 | 88-1611079 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
26 Century Boulevard Nashville, Tennessee |
37214 |
(Address of principal executive offices) | (Zip Code) |
(615) 514-7339
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.0001 par value | ATMU | 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 5.01 | Changes in Control of Registrant. |
On March 18, 2024, Cummins Inc. (“Cummins”) announced the final results of its previously announced offer to exchange up to an aggregate of 67,054,726 shares of common stock of Atmus Filtration Technologies Inc. (“Atmus”) that Cummins owned for outstanding shares of common stock of Cummins, on the terms and subject to the conditions set forth in Atmus’ registration statement on Form S-4 (File No. 333-277051), originally filed by Atmus with the Securities and Exchange Commission (the “SEC”) on February 14, 2024, and the final prospectus filed by Atmus with the SEC on March 7, 2024.
According to Cummins’ announcement, Cummins accepted an aggregate of 5,574,051 shares of its common stock in the Exchange Offer, in exchange for 67,054,719 shares of Atmus’ common stock, representing approximately 80.5% of Atmus’ common stock outstanding as of March 18, 2024. Additionally, cash in lieu of fractional shares of Atmus common stock will be delivered after the exchange agent has aggregated all fractional shares and sold them in the open market. As a result, Cummins no longer owns any shares of common stock of Atmus.
Item 7.01 | Regulation FD Disclosure |
On March 18, 2024, Atmus issued a press release announcing the completion of the Exchange Offer. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Atmus specifically incorporates it by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. | Description | |
99.1 | Press Release issued by Atmus Filtration Technologies Inc. on March 18, 2024. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
ATMUS FILTRATION TECHNOLOGIES INC. | ||
By: | /s/ TONI Y. HICKEY | |
Toni Y. Hickey | ||
Chief Legal Officer and Corporate Secretary | ||
March 18, 2024 |
Exhibit 99.1
March 18, 2024
Atmus Becomes a Fully Independent Company Following Final Separation from Cummins
NASHVILLE, Tenn - Atmus Filtration Technologies Inc. (NYSE: ATMU) (“Atmus”) today announced its separation from Cummins Inc. (“Cummins”), marking Atmus’ first day as a fully independent company.
“Today we celebrate a new day for Atmus,” shared Steph Disher, Chief Executive Officer of Atmus. “As we look at what’s next for Atmus, we have a clear strategy along with a talented and dedicated team that continues to deliver the filtration solutions our customers expect from us. I am excited about all we will achieve as we realize our purpose of creating a better future by protecting what is important.”
As separately announced today, Cummins accepted an aggregate of 5,574,051 shares of Cummins common stock in exchange for 67,054,719 shares of Atmus common stock.
Full details of the results are available in a separate press release issued by Cummins.
About Atmus
Atmus Filtration Technologies Inc. is a global leader in filtration and media solutions. For more than 65 years, the company has combined its culture of innovation with a rich history of designing and manufacturing filtration solutions. With a presence on six continents, Atmus serves customers across truck, bus, agriculture, construction, mining, marine and power generation vehicle and equipment markets, along with comprehensive aftermarket support and solutions. Headquartered in Nashville, Tennessee (U.S.), Atmus employs approximately 4,500 people globally who are committed to creating a better future by protecting what is important. Learn more at https://www.atmus.com/
Forward-Looking Statements
This communication contains certain statements about Atmus that are forward-looking statements. Forward-looking statements are based on current expectations and assumptions regarding Atmus’ business, the economy and other future conditions. In addition, the forward-looking statements contained in this communication may include statements about the expected effects on Atmus of the exchange offer, the anticipated benefits of the exchange offer, Atmus’ anticipated financial results, and all other statements in this communication that are not historical facts.
Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and are detailed more fully in Atmus’ periodic reports filed from time to time with the U.S. Securities and Exchange Commission. Such uncertainties, risks and changes in circumstances could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and Atmus undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances, except to the extent required by applicable securities laws. Investors should not put undue reliance on forward-looking statements.
Investor Relations: |
Todd Chirillo |
investor.relations@atmus.com |
Media Relations: |
Keri Moenssen |
media.inquiries@atmus.com |