1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) October 15, 2004 ------------------ Twin Disc, Incorporated -------------------------------------- (exact name of registrant as specified in its charter) WISCONSIN 39-0667110 ------------- --------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1328 Racine Street Racine, Wisconsin 53403 - -------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (262)638-4000 ------------- Check the appropriate 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 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) undet the Exchange Act - ----------------------------------------------------------------------- Twin Disc, Incorporated, a Wisconsin corporation (the "Company") is filing this Current Report on Form 8-K/A to amend one of the Current Reports on Form 8-K that it filed on October 15, 2004 (SEC file No. 001-07635). The Company intended to file a Current Report attaching the Company's press release announcing its impending move from the New York Stock Exchange to the NASDAQ National Market, as well as a seperate Current Report announcing financial results for the first quarter ended September 30, 2004. However, the Company inadvertently filed two identical Current Reports announcing its first quarter results. The Company hereby amends one of the Current Reports announcing its first quarter results to read as provided herein. Item 3.01 Transfer of Common Stock Listing to NASDAQ National Market October 15, 2004, Twin Disc, Incorporated (the "Company") announced it will begin trading its common stock on the NASDAQ National Market starting October 21, 2004. A copy of the Company's news release dated October 15, 2004 is attached hereto as Exhibit 99. Exhibit 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit 99 Press release dated October 15, 2004. - -----------------------------------------------------------------------------
2 SIGNATURE Pursuant to the requirements of section 13 or 15(d) 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. November 5, 2004 Twin Disc, Inc. /s/ Fred H. Timm ------------------------ Fred H. Timm Chief Accounting Officer EXHIBIT INDEX Exhibit Number Description Exhibit 99 Twin Disc, Incorporated's press release dated October 15, 2004 announcing its switch to the NASDAQ National Market as of October 21, 2004.
1 TWIN DISC, INC., TO MOVE TO THE NASDAQ NATIONAL MARKET RACINE, WISCONSIN-October 15, 2004-Twin Disc, Inc. (NYSE: TDI), today announced that its Board of Directors has approved the decision to move the listing of its common stock from the New York Stock Exchange to The NASDAQ Stock Market(r). Effective October 21, 2004, the Company's stock will trade under the symbol NASDAQ: TWIN. "This decision was reached after careful consideration of the capital market alternatives and analysis of the electronic market model. Nasdaq intends to continue to provide added market visibility and liquidity to our investors," said Michael E. Batten, Chairman and Chief Executive Officer of Twin Disc. "We believe that NASDAQ's electronic multiple market maker structure will provide our company with enhanced exposure and liquidity, while at the same time providing investors with the best prices, the fastest execution, and the lowest cost per trade. As the world's largest electronic stock market, NASDAQ promotes innovation and attracts leading growth companies from a diverse group of sectors. We are very proudlooking forward to being a part of The NASDAQ Stock Market(r)." Bruce Aust, Executive Vice President of The NASDAQ Stock Market(r) said: "Twin Disc has been a leader in the transmission equipment industry for over 85 years. We are honored that they have selected NASDAQ, the home of many industry leaders, as the best market for their investors." Twin Disc, Inc., designs, manufactures and internationally distributes heavy-duty off-highway power transmission equipment for the construction, industrial, government, marine, agricultural and energy and natural resources markets. This press release may contain statements that are forward looking as defined by the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors including those identified in the Company's most recent periodic report and other filings with the Securities and Exchange Commission. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved.