株探米国株
日本語 英語
エドガーで原本を確認する
false 0000039368 0000039368 2023-07-17 2023-07-17
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):  July 17, 2023
 
H.B. Fuller Company
(Exact Name of Company as Specified in Charter)
 
Minnesota
 
001-09225
 
41-0268370
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota
 
55164-0683
(Address of principal executive offices)
 
(Zip Code)
 
Company’s telephone number, including area code: (651) 236-5900
 
 
 
(Former name or former address, if changed since last report)
 
 
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, par value $1.00
FUL
NYSE
 
 

 
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 DFR 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.05.         Costs Associated with Exit or Disposal Activities.
 
On July 17, 2023, H.B. Fuller Company (the “Company”) approved a restructuring plan (the “Plan”) related to the integration of our acquisition of Beardow Adams Holdings Ltd. The Plan is in addition to the previously disclosed restructuring plan approved on March 27, 2023. In implementing the Plan, the Company currently expects to incur costs of approximately $20 million ($15 million after tax), which includes (i) cash expenditures of approximately $11 million ($8 million after tax) for severance and related employee costs globally and (ii) approximately $9 million ($7 million after tax) of other restructuring costs related to the consolidation and optimization of production facilities, streamlining of processes, accelerated depreciation of long-lived assets and the payment of anticipated income taxes in certain jurisdictions related to the Plan. The Plan will be initiated in the third quarter of fiscal year 2023 and is currently expected to be completed in fiscal year 2026. The restructuring costs will be spread across the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal year 2024.
 
Safe Harbor for Forward-Looking Statements: Certain statements in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties, including but not limited to the following: the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the impact on the supply chain, raw material costs and pricing of our products due to the Russia-Ukraine war; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to the current dividend policy; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; availability and price of raw materials; disruptions to our relationships with our major customers and suppliers; failures in our information technology systems; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the effect of new accounting pronouncements and accounting charges and credits; and similar matters. Further information about the various risks and uncertainties can be found in the company’s SEC 10-K filing for the fiscal year ended December 3, 2022. All forward-looking information represents management’s best judgment as of this date based on information currently available that in the future may prove to have been inaccurate.
 
Item 7.01.         Regulation FD Disclosure.
 
On July 20, 2023, the Company issued a press release regarding the Plan. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information in Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.         Financial Statements and Exhibits.
 
(d)           Exhibits.
 
99.1        Press Release, dated July 20, 2023, issued by H.B. Fuller Company
104         Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
2
 
 
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: July 20, 2023
 
H.B. FULLER COMPANY
By:
/s/ Timothy J. Keenan
Timothy J. Keenan
Senior Vice President, General Counsel
    and Corporate Secretary  
 
 
3
EX-99.1 2 ex_546023.htm EXHIBIT 99.1 ex_546023.htm

Exhibit 99.1

 

 

hbfuller01.jpg



Worldwide Headquarters

1200 Willow Lake Boulevard

St. Paul, Minnesota 55110-5101

                                Steven Brazones

                           Investor Relations Contact

                                    651-236-5060

   
NEWS July 20, 2023

 

 

H.B. Fuller Announces Additional Actions Toward Strategic Objective to Improve Operational Efficiency

 

Beardow Adams Acquisition Catalyzes Additional Network Optimization Opportunities

 

ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today announced that it was implementing an additional strategic restructuring to expedite the integration of recently acquired businesses and drive overall operational improvements.

 

The restructuring actions, prompted by the recent acquisition of Beardow Adams, will accelerate profitable growth in many of our core end markets, while streamlining operations and enhancing customer service. As part of our standard acquisition integration process, and in conjunction with ongoing efforts to review our manufacturing footprint, several opportunities were identified to further optimize our global manufacturing and supply chain operations. This will result in the closure of three manufacturing facilities and the redistribution of production across the network to improve overall efficiency.

 

“We are executing our strategic plan to improve our business model, our portfolio, and our customer experience, augmented by our position as the acquirer of choice in the adhesives industry,” said Celeste Mastin, president and CEO. “Acquisitions enable us to expand our market share and network, bring in new talent and technology, and provide a new framework from which to optimize production efficiency.”

 

These actions will be initiated in the third quarter of fiscal year 2023 and are expected to be completed in fiscal year 2026. Restructuring costs of approximately $20 million (pre-tax) will be spread across the next several fiscal quarters as these measures are implemented. Once completed, this restructuring is expected to result in on-going annualized cost savings of approximately $20 million (pre-tax). The majority of the restructuring charges and cost savings are expected to be recognized in fiscal year 2024.

 

1

 

 

About H.B. Fuller

 

Since 1887, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives and sealants to improve products and lives. With fiscal 2022 net revenue of $3.75 billion, H.B. Fuller’s commitment to innovation and sustainable adhesive solutions brings together people, products and processes that answer and solve some of the world's biggest challenges. Our reliable, responsive service creates lasting, rewarding connections with customers in electronics, disposable hygiene, medical, transportation, aerospace, clean energy, packaging, construction, woodworking, general industries and other consumer businesses. Our promise to our people connects them with opportunities to innovate and thrive. For more information, visit us at https://www.hbfuller.com.

 

Safe Harbor for Forward-Looking Statements

 

Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the impact on the supply chain, raw material costs and pricing of our products due to the Russia-Ukraine war; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to the current dividend policy; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; availability and price of raw materials; disruptions to our relationships with our major customers and suppliers; failures in our information technology systems; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.

 

Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

 

 

2