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| RBC > SEC Filings for RBC > Form 8-K on 19-May-2009 | All Recent SEC Filings |
19-May-2009
Other Events, Financial Statements and Exhibits
On May 18, 2009, Regal Beloit Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Robert W. Baird & Co. Incorporated (the "Underwriter"). Pursuant to the Underwriting Agreement, the Company agreed to sell and the Underwriter agreed to purchase for resale to the public (the "Public Offering"), subject to the terms and conditions expressed therein, 3,750,000 shares of the Company's common stock, par value $0.01 per share, and accompanying common share purchase rights (together, the "Common Stock"), at a price per share of $36.25 to the public, less an underwriting discount of $1.269 per share. The Underwriter has also exercised its option to purchase 562,500 additional shares of the Common Stock at the same price per share to cover over-allotments. The Public Offering is expected to close on May 22, 2009. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein.
The Common Stock to be sold pursuant to the Underwriting Agreement was registered pursuant to an effective shelf Registration Statement on Form S-3 (Registration No. 333-155303) that the Company filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
In connection with the Company filing with the Securities and Exchange Commission a definitive prospectus supplement, dated May 19, 2009, a preliminary prospectus supplement, dated May 18, 2009, and a prospectus, dated November 12, 2008, relating to the Public Offering described above, the Company is filing as exhibits to this Current Report an opinion and consent of Foley & Lardner LLP, legal counsel to the Company, issued to the Company as to the validity of the shares of Common Stock being offered in the Public Offering.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibits are being filed herewith:
(1.1) Underwriting Agreement, dated May 18, 2009, by and between Regal Beloit Corporation and Robert W. Baird & Co. Incorporated.
(5.1) Opinion of Foley & Lardner LLP, dated May 19, 2009.
(23.1) Consent of Foley & Lardner LLP (contained in Exhibit 5.1 hereto).
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