UNITED STATES 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): September 26, 2006
Commission file number 1-11625
Pentair, Inc.
(Exact name of Registrant as specified in its charter)
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| Minnesota
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41-0907434 |
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| (State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification number) |
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| 5500 Wayzata Blvd, Suite 800, Golden Valley, Minnesota
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55416 |
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| (Address of principal executive offices)
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(Zip code) |
Registrant’s telephone number, including area code: (763) 545-1730
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))
TABLE OF CONTENTS
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
(a) Not applicable.
(b) Not applicable.
(c) On September 26, 2006, Pentair, Inc. issued a press release announcing the promotion of
Michael V. Schrock, age 53, to the position of president and chief operating officer for the
Company. A copy of the release is filed herewith as Exhibit 99.1 and incorporated herein by
reference. Copies of the Letter Agreement and the Confidentiality and Non-Competition
Agreement between the Company and Michael Schrock dated January 6, 2005 are filed as Exhibits
10.1 and 10.2, respectively, to, and described in Item 1.01 of Pentair, Inc.’s Form 8-K dated
January 6, 2005, all of which are incorporated by reference herein.
(d) Not applicable.
ITEM 7.01 Regulation FD Disclosure
On September 26, 2006, Pentair, Inc. issued a press release revising third quarter 2006
earnings per share (“EPS”) guidance to a range of $0.30 to $0.32 per share, revising fourth
quarter 2006 EPS guidance to a range of $0.33 to $0.35 per share, and revising full-year 2006
EPS guidance from Continuing Operations to a range of $1.72 to $1.76 per share. A copy of
the release is furnished herewith as Exhibit 99.2 and incorporated herein by reference.
The information contained in Item 7.01 of this Current Report shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated
by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 Other Events.
On September 26, 2006, Pentair, Inc. issued a press release announcing the departure of
Charles M. Brown, former president and chief operating officer for the Company’s pump and
pool and spa businesses. A copy of the release is filed herewith as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
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Financial Statements of Businesses Acquired
Not applicable. |
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Pro Forma Financial Information
Not applicable. |
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| (c) |
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Shell Company Transactions
Not applicable |
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| (d) |
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Exhibits
The following exhibits are provided as part of the information
filed under Items 5.02 and 8.01 (Exhibit 99.1) and furnished
under
Item 7.01 (Exhibit 99.2) of this Current Report on Form 8-K: |
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| Exhibit |
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Description |
99.1
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Pentair, Inc. press
release dated
September 26, 2006
announcing the
promotion of Michael
V. Schrock to the
position of president
and chief operating
officer for the
Company and the
departure of Charles
M. Brown, former
president and chief
operating officer for
the Company’s pump
and pool and spa
businesses. |
99.2
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Pentair, Inc. press
release dated
September 26, 2006
revising third
quarter 2006 EPS
guidance to a range
of $0.30 to $0.32 per
share, revising
fourth quarter 2006
EPS guidance to a
range of $0.33 to
$0.35 per share, and
revising full-year
2006 EPS guidance
from Continuing
Operations to a range
of $1.72 to $1.76 per
share. |
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, thereunto duly
authorized, on September 26, 2006.
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PENTAIR, INC.
Registrant
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By /s/ David D. Harrison
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David D. Harrison |
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Executive
Vice President and Chief Financial Officer
(Chief Accounting Officer) |
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