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): November 9, 2015 (November 9, 2015)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other Jurisdiction
of Incorporation)
| 033-90866 | 25-1615902 | |
| (Commission File No.) |
(I.R.S. Employer Identification No.) |
| 1001 Air Brake Avenue Wilmerding, Pennsylvania |
15148 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(412) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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. 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 8.01. | Other Events. |
On November 9, 2015, Westinghouse Air Brake Technologies Corporation (the “Company”) announced that it had increased the Company’s existing common share buyback authorization to $350 million. The existing authorization had about $100 million remaining, and as a result the Company may repurchase approximately $250 million worth of stock. The new buyback authorization supersedes the previous authorization of $200 million. The Company intends to continue to buy back shares from time to time on the open market or in negotiated or block trades. As with previous authorizations, no time limit was set for the completion of the program, which is permitted under the Company’s credit agreement and bond indenture. The press release announcing the increase in share buyback authorization is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibit. |
The following exhibit is filed with this report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press release dated November 9, 2015 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | ||
| By: | /s/ David L. DeNinno | |
| David L. DeNinno | ||
| Senior Vice President, General Counsel and Secretary | ||
Date: November 9, 2015
EXHIBIT INDEX
| Exhibits | ||
| 99.1 | Press release issued by Westinghouse Air Brake Technologies Corporation on November 9, 2015 | |
Exhibit 99.1
|
News Release |
Wabtec Reports Share Repurchase Activity, Increased Authorization to $350 Million
WILMERDING, PA, November 9, 2015 – Wabtec Corporation (NYSE: WAB) said it has repurchased about $50 million of its common stock this quarter, and that its Board of Directors has increased the company’s share buyback authorization to $350 million.
This new buyback authorization supersedes the previous authorization of $200 million, which had about $100 million remaining, so the company may repurchase up to $250 million more worth of stock. So far this year, the company has repurchased about $70 million worth of Wabtec stock.
The company intends to continue to buy back shares from time to time on the open market, or in negotiated or block trades. As with previous authorizations, no time limit was set for the completion of the program, which is permitted under the company’s credit agreement and bond indenture.
Albert J. Neupaver, Wabtec’s executive chairman, said: “We remain confident in the company’s long-term growth prospects and our ongoing ability to generate strong cash flow. With that in mind, we have been buying back our shares at the current level and have received a strong vote of confidence from our Board to expand the program.”
Wabtec Corporation is a global provider of value-added, technology-based products and services for rail and other industrial markets. Through its subsidiaries, the company manufactures a range of products for locomotives, freight cars and passenger transit vehicles. The company also builds new switcher and commuter locomotives, and provides aftermarket services. The company has facilities located throughout the world.
| Tim Wesley | Phone: 412.825.1543 | Wabtec Corporation | ||
| E-mail: twesley@wabtec.com | 1001 Air Brake Avenue | |||
| Website: www.wabtec.com | Wilmerding, PA 15148 |