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) May 7, 2015
TWIN DISC, INCORPORATED
(exact name of registrant as specified in its charter)
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WISCONSIN
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001-7635
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39-0667110
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1328 Racine Street Racine, Wisconsin 53403
(Address of principal executive offices)
Registrant's telephone number, including area code:(262)638-4000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01
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Regulation FD Disclosure
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The information set forth under Item 8.01 of this report is incorporated herein by reference solely for the purposes of this Item 7.01.
Item 8.01 Other Events
On May 7, 2015, Twin Disc, Incorporated (the “Company”) issued a press release announcing that Michael E. Batten, Chairman of the Board of Directors, died in his sleep on the morning of May 6, 2015. The press release also announced that on May 7, 2015, the Board of Directors elected David B. Rayburn as Chairman of the Board of Directors, and elected Michael C. Smiley as Chairman of the Nominating and Governance Committee. At its May 7, 2015 meeting, the Board of Directors also reduced the size of the Board of Directors from eight directors to seven. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits
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(c)
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Exhibits
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EXHIBIT NUMBER
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DESCRIPTION
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99.1
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Press Release issued by the Company on May 7, 2015.
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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, thereunto duly authorized.
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Date: May 7, 2015
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Twin Disc, Incorporated
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/s/ JEFFREY S. KNUTSON
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Jeffrey S. Knutson
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Vice President – Finance, Interim Chief Financial Officer, Corporate Controller, Interim Treasurer and Secretary, Chief Accounting Officer
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NEWS RELEASECorporate Offices:
1328 Racine Street
Racine, WI 53403
FOR IMMEDIATE RELEASE
Contact: Jeffrey S. Knutson
(262) 638-4242
Michael E. Batten, Chairman of Twin Disc, Inc., Passes Away
RACINE, WISCONSIN—May 7 2015—Twin Disc, Inc. (NASDAQ: TWIN), It is with deep sadness and a heavy heart that we announce the passing of Michael E. Batten, Chairman of Twin Disc, Inc. He died in his sleep on the morning of May 6, 2015 at the age of 75.
Since June 1, 1970, Mr. Batten worked at Twin Disc and was fully devoted to the company and his family. His positive impression on the countless coworkers he worked with in his over four decades of service at Twin Disc, as well as the greater community of his lifelong home of Racine, Wisconsin, will not be forgotten. Mr. Batten will always be remembered for his hard work, dedication, intelligence, honesty and fairness. He will be forever missed.
The board of directors met on May 7, 2015 and appointed David B. Rayburn as Chairman. Mr. Rayburn has been a director of Twin Disc for more than 15 years and was a former President and Chief Executive Officer of a global NYSE company. Mr. Rayburn relinquished his position as Chairman of Twin Disc’s Nominating and Governance Committee, and the board of directors appointed Michael C. Smiley, who has been a Twin Disc director since 2010, as the new Chairman of that Committee.
Twin Disc, Inc. designs, manufactures and sells marine and heavy-duty off-highway power transmission equipment. Products offered include: marine transmissions, surface drivers, propellers and boat management systems, as well as power-shift transmissions, hydraulic torque converters, power take-offs, industrial clutches and control systems. The Company sells its products to customers primarily in the pleasure craft, commercial and military marine markets, as well as in the energy and natural resources, government and industrial markets. The Company’s worldwide sales to both domestic and foreign customers are transacted through a direct sales force and a distributor network.
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