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 8, 2005
THE TORO COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 1-8649 41-0580470
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION)
8111 LYNDALE AVENUE SOUTH, BLOOMINGTON, MINNESOTA 55420
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(952) 888-8801
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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 (see General Instruction A.2. below):
[ ] 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))
--------------------------------------------------------------------------------
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On February 8, 2005, The Toro Company, a Delaware corporation ("Toro"),
through two wholly owned subsidiaries established for the purpose, namely
Editland Limited, a company incorporated under the laws of England and Wales,
("Editland") and Toro Hayter (Guernsey) Limited, a company incorporated under
the laws of the state of Guernsey, Channel Islands ("Toro Hayter" and together
with Editand, "Toro Acquisition"), entered into, and simultaneously consummated,
an Asset Purchase Agreement (the "Agreement") with Hayter Limited, a company
incorporated under the laws of England and Wales ("Hayter"), pursuant to which
Toro has acquired, though Toro Acquisition, substantially all the assets and
certain identified liabilities of Hayter for (GBP) 18,627,798 (approximately
$34,600,000) in cash subject to a working capital adjustment as set forth in the
Agreement.
Hayter Limited is a manufacturer of consumer and commercial mowing products
based in Spellbrook, England.
The above description of the Agreement and related transactions and
agreements is qualified in its entirety by the terms of the Agreement, which is
attached hereto as Exhibit 99.1.
ITEM 7.01. REGULATION FD DISCLOSURE
On February 9, 2005, Toro issued a press release announcing the execution
of the Asset Purchase Agreement and the consummation of the purchase of
substantially all of the Hayter assets and certain of its liabilities. A copy of
that press release is furnished herewith as Exhibit 99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Document Designation
99.1 Asset Purchase Agreement, dated as of February 8, 2005, by and
among, Editland Limited, a company incorporated under the laws of
England and Wales, Toro Hayter (Guernsey) Limited, a company
incorporated under the laws of the state of Guernsey, Channel
Islands, Hayter Limited, a company incorporated under the laws of
England and Wales, and The Toro Company, a company incorporated
under the laws of Delaware.
99.2 Press release issued by Toro on February 9, 2005.
-2-
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.
THE TORO COMPANY
Date: February 9, 2005 By: /s/ J. Lawrence McIntyre
--------------------------------
J. Lawrence McIntyre
Vice President, Secretary
& General Counsel
-3-
EXHIBIT INDEX
Exhibit No. Document Designation
99.1 Asset Purchase Agreement, dated as of February 8, 2005, by
and among, Editland Limited, a company incorporated under
the laws of England and Wales, Toro Hayter (Guernsey)
Limited, a company incorporated under the laws of the
state of Guernsey, Channel Islands, Hayter Limited, a
company incorporated under the laws of England and Wales,
and The Toro Company, a company incorporated under the
laws of Delaware.
99.2 Press release issued by Toro on February 9, 2005.