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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 8, 2010
For the fiscal year ended December 31, 2009
Cooper Industries plc
(Exact Name of registrant as specified in its charter)
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Ireland
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1-31330
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98-0632292 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer |
of Incorporation)
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File Number)
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Identification No.) |
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5 Fitzwilliam Square, |
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Dublin 2, Ireland
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2 |
(Address of principal executive offices)
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(Zip Code) |
Not
applicable
Former name or former address, if changed since last report
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events
ANNUAL REPORT UPDATE
Cooper Industries plc ( Cooper) is filing this Current Report on Form 8-K to update certain
historical information included in Coopers Annual Report on Form 10-K for the year ended December
31, 2009 filed February 19, 2010 (Form 10-K). Specifically, Cooper is updating the presentation
of historical results to reflect the reorganization of its reporting segments and disclose a joint
venture involving substantially all of the assets and liabilities of the Tools segment as a
subsequent event.
As reported in Coopers Quarterly Report on Form 10-Q for the quarter ended March 31, 2010,
Cooper revised its segment reporting during the first quarter of 2010 to align its external
reporting with changes to its internal reporting structure and in conjunction with the March 26,
2010 announcement of a joint venture involving substantially all of the assets and liabilities of
the Tools segment. The former Electrical Products segment has been divided into two new reportable
segments. Following this change, Coopers operations consisted of three segments: Energy and
Safety Solutions, Electrical Products Group and Tools.
As first reported in Coopers Quarterly Report on Form 10-Q for the quarter ended March
31, 2010, and updated in Coopers Quarterly Report on Form 10-Q for the quarter ended June 30,
2010, Cooper announced on March 26, 2010 entering into a Framework Agreement with Danaher
Corporation to create a joint venture combining our Tools business with certain Tools businesses
from Danahers Tools and Components Segment (the Joint Venture). On July 6, 2010, Cooper
announced the completion of the Joint Venture, named Apex Tools Group, LLC. Cooper and Danaher
each own a 50% interest in the Joint Venture, have equal representation on its Board of Directors
and have a 50% voting interest in the Joint Venture. At completion of the transaction in July
2010, Cooper deconsolidated the Tools business assets and liabilities contributed to the Joint
Venture and recognized Coopers 50% ownership interest as an equity investment. Beginning in the
third quarter of 2010 following completion of the Tools joint venture, Cooper has two reportable
segments.
The following items of the Form 10-K are being adjusted retrospectively to reflect
Coopers reorganization of its reporting segments and disclose the Tools joint venture as a
subsequent event:
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Business (Part I, Item 1); |
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Properties (Part I, Item 2); |
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Managements Discussion and Analysis of Financial Condition and
Results of Operations (MD&A) (Part II, Item 7); and |
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Financial Statements and Supplementary Data (Part II, Item 8) |
The new segment presentation and disclosure of the Tools joint venture as a subsequent event
has no effect on Coopers reported net income for any historical reporting period. The revised
sections of the Form 10-K included in this Current Report on Form 8-K have not been otherwise
updated for events occurring after the date of the consolidated financial statements, which were
originally presented in the Form 10-K. This Current Report on Form 8-K should be
read in conjunction with the Form 10-K (except for Part I, Item 1 and Part II, Items 7 and 8) and
the Companys other periodic reports on Form 10-Q and Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) |
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Exhibits |
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23.1 |
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Consent of Ernst & Young LLP. |
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99.1 |
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Business, revised only to reflect the change in reportable segments
and disclosure of the Tools joint venture. |
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99.2 |
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Properties, revised only to reflect the change in reportable segments. |
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99.3 |
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MD&A, revised only to reflect the change in reportable segments and
disclosure of the Tools joint venture. |
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99.4 |
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Financial Statements, revised only to reflect the change in
reportable segments and disclosure of the Tools joint venture.
Included in Item 8 is the Report of Independent Registered Public
Accounting Firm dated February 19, 2010, except with respect to their
opinion on the Consolidated Financial Statements as it relates to the
effects of the change in reportable segments and disclosure of the
Tools joint venture, as to which the date is November 8, 2010. |
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101.INS |
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XBRL Instance Document |
101.SCH |
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XBRL Schema Document |
101.CAL |
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XBRL Calculation Linkbase Document |
101.LAB |
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XBRL Label Linkbase Document |
101.PRE |
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XBRL Presentation Linkbase Document |
101.DEF |
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XBRL Definition Linkbase Document |
Pursuant to Rule 406T of Regulation S-T, the interactive data included in Exhibit 101 is
deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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.
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Cooper Industries plc
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November 8, 2010 |
By: |
/s/ David A. Barta
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Name: |
David A. Barta |
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Title: |
Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
23.1
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Consent of Ernst & Young LLP. |
99.1
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Business, revised only to reflect the change in reportable segments
and disclosure of the Tools joint venture. |
99.2
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Properties, revised only to reflect the change in reportable segments. |
99.3
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MD&A, revised only to reflect the change in reportable segments and
disclosure of the Tools joint venture. |
99.4
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Financial Statements, revised only to reflect the change in
reportable segments and disclosure of the Tools joint venture.
Included in Item 8 is the Report of Independent Registered Public
Accounting Firm dated February 19, 2010, except with respect to their
opinion on the Consolidated Financial Statements as it relates to the
effects of the change in reportable segments and disclosure of the
Tools joint venture, as to which the date is November 8, 2010. |
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101.INS |
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XBRL Instance Document |
101.SCH |
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XBRL Schema Document |
101.CAL |
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XBRL Calculation Linkbase Document |
101.LAB |
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XBRL Label Linkbase Document |
101.PRE |
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XBRL Presentation Linkbase Document |
101.DEF |
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XBRL Definition Linkbase Document |
Pursuant to Rule 406T of Regulation S-T, the interactive data included in Exhibit 101 is
deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, and otherwise is not subject to liability under these sections.