Item 1.01 Entry into a Material Definitive Agreement.

On June 23, 2009, Actuant Corporation (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein (the "Underwriters") with respect to the offering and sale of 9,500,000 shares of Class A common stock of the Company, par value $.20 per share, plus up to an additional 1,425,000 shares pursuant to the option granted to the Underwriters to cover over-allotments. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties.

On June 24, 2009, the Underwriters exercised in full their option to purchase the additional 1,425,000 shares. The closing of the transactions contemplated by the Underwriting Agreement occurred on June 29, 2009.

The offering was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-156735, the "Registration Statement"). The above description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is incorporated herein by reference and is attached to this Report on Form 8-K as Exhibit 1.1. In addition, the Underwriting Agreement is incorporated by reference as an exhibit to the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement dated June 23, 2009, among Actuant Corporation and J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule 1 thereto

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