Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: April 18, 2012

(Date of earliest event reported)




(Exact name of registrant as specified in its charter)



Commission File Number: 001-09225


Minnesota   41-0268370

(State or other jurisdiction

of incorporation)


(IRS Employer

Identification No.)

1200 Willow Lake Boulevard

P.O. Box 64683

St. Paul, MN 55164-0683

(Address of principal executive offices, including zip code)

(651) 236-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



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:


¨ 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 April 18, 2012, H.B. Fuller Company (the “Company”) approved a plan for the integration of the recently acquired Forbo Industrial Adhesives business in the Company’s North America Adhesives segment, including the closure of six production facilities located in North America. This North America integration plan will be implemented beginning in the second quarter of the current fiscal year and is currently expected to be completed by the end of fiscal year 2013. A copy of the press release that discusses this matter is furnished as Exhibit 99.1 to, and incorporated by reference in, this report.

The Company currently expects to incur exit costs of approximately $12.7 million ($8.1 million after-tax) related to these actions. The exit costs include after-tax cash expenditures of approximately $3.2 million for severance and related employee costs and approximately $4.9 million for other associated costs, primarily related to facility shutdowns. The exit costs will be spread across the next several quarters as the measures are implemented, with approximately $2.9 million of the after-tax costs occurring in the second quarter of fiscal year 2012, approximately $3.1 million occurring in the second half of fiscal year 2012 and approximately $2.1 million occurring in fiscal year 2013.

At the time the Company announced its intentions to acquire the Industrial Adhesives business of Forbo Group in December 2011, the Company provided a broad outline of the expected cost synergy that could be captured from the combined businesses and the estimated cash costs required to achieve those benefits. The integration actions detailed in this filing are part of that overall global plan and are expected to generate synergy savings in line with our original projections. The cash costs to achieve these benefits, which are detailed here, plus the planned incremental capital expenditures which are required to implement these actions are also in line with our original projections.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


  99.1 Press Release, dated April 19, 2012, issued by H.B. Fuller Company


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.



By:   /s/ Timothy J. Keenan

Timothy J. Keenan

Vice President, General Counsel and Corporate Secretary

Date: April 19, 2012






99.1    Press Release, dated April 19, 2012, issued by H.B. Fuller Company