Date of Report (Date of earliest event reported)
|
March 24, 2008 | |
1-31330 (Commission File Number) |
Bermuda (State or Other Jurisdiction of Incorporation) |
98-0355628 (IRS Employer Identification No.) |
||
600 Travis, Suite 5600, Houston, Texas (Address of Principal Executive Offices) |
77002 (Zip Code) |
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 1.01 | Entry into a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibits: | ||||
1.1 | Underwriting Agreement dated March 24, 2008, among Cooper Industries, Ltd., Cooper
US, Inc., the other guarantors parties thereto, Deutsche Bank Securities Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC and the other underwriters named therein. |
|||
4.1 | Form of Second Supplemental Indenture among Cooper US, Inc., Cooper Industries, Ltd.,
the subsidiary guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee. |
|||
5.1 | Opinion of Fulbright & Jaworski L.L.P. |
|||
5.2 | Opinion of Appleby. |
|||
8.1 | Opinion of Fulbright & Jaworski L.L.P. regarding tax matters. |
23.1 | Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 and Exhibit 8.1 to
this Form 8-K). |
|||
23.2 | Consent of Appleby (included in Exhibit 5.2 to this Form
8-K). |
COOPER INDUSTRIES, LTD. (Registrant) |
||||
Date: March 25, 2008 | /s/ Terrance V. Helz | |||
Terrance V. Helz | ||||
Associate General Counsel and Secretary |
||||
Exhibits: | ||
1.1 | Underwriting Agreement dated March 24, 2008, among Cooper Industries, Ltd., Cooper US,
Inc., the other guarantors parties thereto, Deutsche Bank Securities
Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC and the other underwriters named therein. |
|
4.1 | Form of Second Supplemental Indenture among Cooper
US, Inc., Cooper Industries, Ltd., the subsidiary guarantors named
therein and Deutsche Bank Trust Company Americas, as Trustee. |
|
5.1 | Opinion of Fulbright & Jaworski L.L.P. |
|
5.2 | Opinion of Appleby. |
|
8.1 | Opinion of Fulbright & Jaworski L.L.P. regarding tax matters. |
|
23.1 | Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 and Exhibit 8.1 to this
Form 8-K). |
|
23.2 | Consent of Appleby (included in Exhibit 5.2 to this Form 8-K). |