SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 22, 2009
WATTS
WATER TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
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DELAWARE
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001-11499
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04-2916536
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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815
Chestnut Street, North Andover, Massachusetts 01845
(Address
of Principal Executive Offices) (Zip Code)
(978)
688-1811
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.05 Costs
Associated with Exit or Disposal Activities.
On May
22, 2009, Watts Industries Europe B.V. (“Watts Europe”), an indirect,
wholly-owned subsidiary of Watts Water Technologies, Inc. (the “Registrant”) and
the sole stockholder of TEAM Precision Pipework, Ltd. (“TEAM”), which is located
in Ammanford, U.K., passed a special resolution approving the appointment of an
administrator for TEAM under the United Kingdom Insolvency Act of
1986. The administrator has the power to reorganize TEAM, sell its
business and assets in order to make distributions of resulting proceeds, if
any, to TEAM’s creditors, or, if necessary, liquidate the
business. Administration provides TEAM and its affiliates with
protection from creditors, and the administrator has sole control over, and
responsibility for, TEAM’s operations, assets and liabilities during the
administration process. After the commencement of the administration
process, Watts Europe will remain the sole stockholder of TEAM but will have no
management control or influence over TEAM.
On May
11, 2009, the Registrant’s Board of Directors authorized management to sign the
special resolution on behalf of Watts Europe to appoint an administrator for
TEAM, subject to and conditioned upon the grant of a waiver under the
Registrant’s Amended and Restated Credit Agreement (the “Credit Agreement”)
among the Company, certain subsidiaries of the Company who become borrowers
under the Credit Agreement, Bank of America, N.A., as Administrative Agent,
Swing Line Lender and Letter of Credit Issuer, and the other lenders referred to
therein, allowing the commencement of the administration process for TEAM, and a
release of the guaranty provided by TEAM under the Credit
Agreement. The waiver and release under the Credit Agreement was
obtained on May 20, 2009. The Registrant expects to record a
non-recurring, non-cash charge of approximately $15.5 million in connection with
the deconsolidation of TEAM.
The
Registrant believes that administration will achieve a better result for TEAM’s
creditors as a whole than would be likely if TEAM were liquidated without first
being placed into administration. TEAM served the automotive and HVAC
markets in the United Kingdom and western Europe. Recent downturns in
TEAM’s primary markets have resulted in operating losses. Management
believes that TEAM is no longer a long-term strategic fit for the
Registrant.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
May 27, 2009
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WATTS
WATER TECHNOLOGIES, INC.
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By:
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/s/
Kenneth R. Lepage
__________________________________
Kenneth
R. Lepage
General
Counsel
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