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ST > SEC Filings for ST > Form 8-K on 23-May-2013All Recent SEC Filings

Show all filings for SENSATA TECHNOLOGIES HOLDING N.V. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SENSATA TECHNOLOGIES HOLDING N.V.


23-May-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events

On May 21, 2013, Sensata Technologies Holding N.V. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as underwriters, and the selling shareholders named therein. The Underwriting Agreement relates to the sale by the selling shareholders to the underwriters of 12,500,000 ordinary shares of the Company, nominal value EUR 0.01 per share (the "Shares"). The underwriters may offer the Shares from time to time for sale in negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the selling shareholders, conditions to closing, indemnification obligations of the Company, the selling shareholders and the underwriters, and termination and other customary provisions. The Shares are expected to be delivered against payment therefor on May 28, 2013.

The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-186615). This Current Report on Form 8-K is being filed to incorporate the Underwriting Agreement by reference into such registration statement. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

On May 21, 2013, the Company issued a press release announcing the underwritten public offering by selling shareholders. On May 22, 2013, the Company issued a press release announcing the pricing of the offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 1.1    Underwriting Agreement, dated as of May 21, 2013, among Sensata
        Technologies Holding N.V., the selling shareholders named therein, and
        Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
        Co. LLC, as underwriters

99.1    Press release issued by Sensata Technologies Holding N.V. on May 21, 2013

99.2    Press release issued by Sensata Technologies Holding N.V. on May 22, 2013


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