8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+1

DOVER Corp 8-K Report, Material Agreement (Mar 3, 2014)

Filed March 3, 2014For Securities:DOV

Summary

Dover Corporation (DOV) filed this Form 8-K on March 3, 2014, to report on the completion of the separation and distribution of its wholly-owned subsidiary, Knowles Corporation. The separation, effective February 28, 2014, involved distributing 100% of Knowles' outstanding common stock to Dover's shareholders. This move effectively makes Knowles an independent public company, with its stock slated to begin trading on the NYSE under the symbol 'KN' on March 3, 2014. This strategic separation marks a significant corporate event for Dover, allowing it to focus on its core operations while shareholders now hold direct stakes in both Dover and the newly independent Knowles Corporation. The filing details the material definitive agreements governing this separation, including a Separation and Distribution Agreement, an Employee Matters Agreement, and a Tax Matters Agreement, which outline the terms of asset and liability allocation, employee benefits, and tax responsibilities between the two entities post-separation. Investors should note the pro-rata distribution of Knowles shares based on record date holdings.

Key Highlights

  • 1Dover Corporation completed the separation and distribution of its subsidiary, Knowles Corporation, on February 28, 2014.
  • 2Shareholders received one share of Knowles common stock for every two shares of Dover common stock held as of the record date (February 19, 2014).
  • 3Knowles Corporation commenced trading as an independent public company on the New York Stock Exchange (NYSE) under the ticker symbol 'KN' on March 3, 2014.
  • 4Key agreements finalized include the Separation and Distribution Agreement, Employee Matters Agreement, and Tax Matters Agreement.
  • 5These agreements govern the allocation of assets, liabilities, employees, benefits, and tax responsibilities between Dover and Knowles post-separation.
  • 6Mr. Jeffrey S. Niew resigned from his executive officer position at Dover, effective February 28, 2014, to lead Knowles Corporation as its President & CEO.

Frequently Asked Questions

The primary purpose of this 8-K filing was to announce and provide details regarding the completion of Dover Corporation's separation from its subsidiary, Knowles Corporation, and the distribution of Knowles' shares to Dover's shareholders.

Dover shareholders received one share of Knowles Corporation common stock for every two shares of Dover Corporation common stock they held as of the close of business on February 19, 2014 (the Record Date). Fractional shares were aggregated and sold, with the net proceeds distributed to the entitled shareholders.

The key agreements are the Separation and Distribution Agreement, the Employee Matters Agreement, and the Tax Matters Agreement. These agreements define the terms of the separation, including the division of assets and liabilities, employee-related matters, and tax responsibilities between Dover and Knowles.

The separation allows Knowles to operate as an independent entity, potentially enabling it to pursue its own strategic initiatives and capital allocation. For Dover shareholders, it provides direct ownership in both companies, allowing for individual investment decisions in each entity.