WOODWARD, INC. (NASDAQ:WWD) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
This Amendment No.1 to Current Report on Form 8-K/A (“Amendment”) is being filed by Woodward, Inc. (the “Company”) solely for the purpose of amending and supplementing Item 2.01 of that certain Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission (“SEC”) on June 4, 2018 (the “Original Form 8-K”) in connection with the acquisition by the Company, and its wholly-owned subsidiary, Woodward Aken GmbH, from MTU Friedrichshafen GmbH (“MTU”) and MTU America Inc. (together with MTU, the “Sellers”), both of which were subsidiaries of Rolls-Royce PLC (“Rolls-Royce”) of all of the outstanding shares of stock of L’Orange GmbH, together with its wholly-owned subsidiaries in China and Germany, as well as all of the outstanding equity interests of its affiliate, Fluid Mechanics LLC, and their related operations (collectively, “L’Orange”) to the terms of a Share Purchase Agreement (the “L’Orange Agreement”) entered into on April 8, 2018.The transactions contemplated by the L’Orange Agreement were completed on June 1, 2018 and L’Orange became a subsidiary of the Company (now, “Woodward L’Orange”).As indicated in the Original Form 8-K, this Amendment is being filed to provide the information required by Item 2.01(a) of Form 8-K, which was not previously filed with the Original Form 8-K, and is permitted to be filed by amendment no later than 71 calendar days after the date the Original Form 8-K was required to be filed with the SEC. The financial statement and information filed within this Form 8-K/A should be read in conjunction with the Original Form 8-K.
Item 2.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The following financial statement of Woodward L’Orange is being filed as an exhibit to this Amendment and is incorporated by reference herein:
Exhibit99.1 – Woodward L’Orange’s Statement of Assets Acquired and Liabilities Assumed, including the report of independent auditors, as of June 1, 2018. to a letter dated June 21, 2018 from the Securities and Exchange Commission (the “Commission”), the Commission stated that it would permit the substitution of an audited statement of assets acquired and liabilities assumed on the basis of the allocation of the purchase price for the full financial statements of Woodward L’Orange in lieu of certain historical financial information of L’Orange required by Rule 3-05 and Article 11of Regulation S-X.
(d) Exhibits
Woodward, Inc. ExhibitEX-23.1 2 wwd-20180601xex23_1.htm EX-23.1 Exhibit 231 Consent Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Registration Statement Nos. 333-10409,…To view the full exhibit click here
About WOODWARD, INC. (NASDAQ:WWD)
Woodward, Inc. is an independent designer, manufacturer and service provider of energy control and optimization solutions. The Company designs, produces and services energy control products for various applications. The Company’s segments include Aerospace and Industrial. The Company’s Aerospace segment designs, manufactures and services systems and products for the management of fuel, air, combustion and motion control. The Company’s Industrial segment designs, produces and services systems and products for the management of fuel, air, fluids, gases, electricity, motion and combustion. The Company has production and assembly facilities in the United States, Europe and Asia and South America, and promotes its products and services throughout the world. The Company offers solutions for the aerospace, industrial and energy markets. The Company focuses primarily on serving original equipment manufacturers (OEMs) and equipment packagers.
