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GGG > SEC Filings for GGG > Form 8-K on 15-Feb-2013All Recent SEC Filings

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Form 8-K for GRACO INC


15-Feb-2013

Termination of a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaw


Item 1.02 Termination of a Material Definitive Agreement.

On February 15, 2013, Graco Inc. (the "Company") entered into an amendment (the "Amendment") to the Rights Agreement, dated as of February 12, 2010, between the Company and Wells Fargo Bank, N.A., as Rights Agent (the "Rights Agreement").

The Amendment changes the final expiration date of the Rights Agreement from March 29, 2020 to February 15, 2013. Accordingly, the preferred share purchase rights granted under the Rights Agreement (the "Rights") will expire at the close of business on February 15, 2013, and the Rights Agreement will be terminated and will be of no further force and effect. The Rights are being de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended.

A copy of the Amendment is filed as Exhibit 4.2 to the Company's Amendment No. 1 to Registration Statement on Form 8-A/A filed on February 15, 2013 and is incorporated by reference herein.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the termination of the Rights Agreement, the Company has filed with the Secretary of State of the State of Minnesota a Statement of Cancellation of the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Shares.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

4.1 Amendment to Rights Agreement, dated as of February 15, 2013, between the Company and Wells Fargo Bank, N.A., as Rights Agent. (Incorporated by reference to Exhibit 4.2 to the Company's Amendment No. 1 to Registration Statement on Form 8-A/A filed on February 15, 2013.)


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