Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - Arcosa, Inc. | ex99_3.htm |
| EX-99.2 - EXHIBIT 99.2 - Arcosa, Inc. | ex99_2.htm |
| EX-99.1 - EXHIBIT 99.1 - Arcosa, Inc. | ex99_1.htm |
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 14, 2018
|
Arcosa, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
1-38494
|
82-5339416
|
||
|
(State or other jurisdiction of incorporation
|
(Commission File No.)
|
(I.R.S. Employer Identification No.)
|
||
|
2525 N. Stemmons Freeway, Dallas, Texas
|
75207-2401
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant's telephone number, including area code:
|
972-942-6500
|
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:
|
☐
|
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))
|
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 2.02 |
Results of Operations and Financial Condition.
|
On November 14, 2018, Arcosa, Inc. (the "Company") issued an earnings release announcing its financial results for the
three and nine months ended September 30, 2018. A copy of the earnings release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.
On November 14, 2018, the Company issued a press release announcing entry into a definitive agreement to acquire the ACG
Materials business (the “Acquisition”). A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Also on November 14, 2018, the Company disseminated an investor presentation which is intended to be a supplement to the
press release announcing the proposed Acquisition. A copy of the investor presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
| Item 7.01 |
Regulation FD Disclosure.
|
The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in Items 2.02 and 7.01, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed to
be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit No.
|
Description
|
|
Earnings Release, dated November 14, 2018
|
|
|
Press Release, dated November 14, 2018
|
|
|
Investor Presentation, November 2018
|
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.
|
Arcosa, Inc.
|
||
|
November 14, 2018
|
By:
|
/s/ Bryan P. Stevenson
|
|
Name: Bryan P. Stevenson
|
||
|
Title: Chief Legal Officer
|
||