Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - ANIXTER INTERNATIONAL INC | a991-specialmeeting.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): February 18, 2020
ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-1658138 | |||||||
(State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) | |||||||
Commission File Number: 001-10212
2301 Patriot Blvd.
Glenview, IL 60026
(224) 521-8000
(Address and telephone number of principal executive offices)
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 | Name of each exchange on which registered | ||||||||||||
| Common stock, $1 par value | AXE | 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 8.01 | Other Events | ||||
On February 18, 2020, Anixter International Inc., a Delaware corporation (“Anixter” or the “Company”), issued a press release announcing that it has set a meeting date of April 9, 2020 for the special meeting of the Company’s stockholders (the “Special Meeting”) to consider and vote upon, among other things, a proposal to adopt the previously announced Agreement and Plan of Merger, dated as of January 10, 2020, by and among the Company, WESCO International, Inc. ("WESCO"), a Delaware corporation, and Warrior Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of WESCO. Stockholders of record as of the close of business on February 28, 2020 will be entitled to receive notice of and to vote at the Special Meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The press release contains forward looking statements that should be read together with the important factors referred to or incorporated by reference in the “Cautionary Statement Regarding Forward-Looking Statements” therein.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits:
| Exhibit No. | Description | ||||
| 99.1 | |||||
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, thereunto duly authorized.
| ANIXTER INTERNATIONAL INC. | ||||||||
| February 18, 2020 | By: | /s/ Theodore A. Dosch | ||||||
| Theodore A. Dosch | ||||||||
| Executive Vice President - Finance | ||||||||
| and Chief Financial Officer | ||||||||