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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): APRIL 26, 1995
WOODHEAD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-5971 36-1982580
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
2150 EAST LAKE COOK ROAD, SUITE 400
BUFFALO GROVE, ILLINOIS 60089
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(Address of principal executive offices) (Zip Code)
(708) 465-8300
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Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
Woodhead Industries, Inc. announced on April 26, 1995, the
declaration of a 50% common stock dividend in addition to a quarterly cash
dividend of $.065 per share.
The stock and cash dividends will be paid on May 22, 1995 to
stockholders of record on May 8, 1995. The cash dividend will be paid on the
split shares.
Stockholders will receive one new share of Woodhead stock for every
two shares of Woodhead common stock owned as of the record date. Cash will be
paid to stockholders in lieu of any resulting fractional shares.
In accordance with the Rights Agreement adopted by the Board of
Directors on May 17, 1986, as amended and restated as of July 25, 1990, prior to
the stock dividend each share of common stock was accompanied by one common
stock purchase right (a "Right") with a purchase price of $20.00 per share of
common stock. To reflect the common stock dividend, the purchase price of each
Right will be reduced to $13.33 per share of common stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS:
1. Press Release dated April 26, 1995.
2
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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.
WOODHEAD INDUSTRIES, INC.
By /s/ Robert J. Tortorello
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Name: Robert J. Tortorello
Title V.P., General Counsel
& Corporate Secretary
Dated: April 27, 1995
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[Woodhead Industries, Inc. Letterhead]
NEWS RELEASE
FOR FURTHER INFORMATION CONTACT
Robert G. Jennings,
Vice President, Finance
and C.F.O.
(708) 465-2900
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date: April 26, 1995 for release: Immediately
WOODHEAD INDUSTRIES, INC.
DECLARES STOCK DIVIDEND AND CASH DIVIDEND
BUFFALO GROVE, IL. -- Woodhead Industries, Inc. (NASDAQ: WDHD) announced today
that its directors had declared a 50% common stock dividend. Additionally, the
directors increased the quarterly cash dividend 2.6% to $.065 (six and one-half
cents) per share. This increase follows the 11.8% dividend increase declared by
the directors in October 1994.
The stock and cash dividends are payable on May 22, 1995 to stockholders of
record May 8, 1995. The cash dividend will be paid on the split shares.
Stockholders will receive one new share of Woodhead stock for every two shares
of Woodhead common stock owned as of the record date. Cash will be paid to
stockholders in lieu of any resulting fractional shares. The increase in the
number of shares outstanding as a result of the common stock dividend will
likely put the market price of the common stock in a range more attractive to
investors, and thus may result in a broader market for the Company's common
stock.
On a related matter, the Board of Directors, pursuant to the Rights Agreement
adopted on May 17, 1986, as amended and restated as of July 25, 1990, also
adjusted the purchase price of each common stock purchase right under the Rights
Agreement from $20.00 per share of common stock to $13.33 to reflect the stock
dividend.
Woodhead Industries, Inc. develops, manufactures, and markets specialty
electrical devices, custom copper and fiber optic cable assemblies, motion
control products, and ergonomic workstations for the improvement of workplace
safety and productivity.
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