form8-k.htm
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 24,
2007
THE
TORO COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
|
1-8649
|
41-0580470
|
(State
of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
8111
Lyndale Avenue South
Bloomington,
Minnesota
(Address
of principal executive offices)
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55420
(Zip
Code)
|
Registrant’s
telephone number, including area
code: (952)
888-8801
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))
Section
2 — Financial Information
Item
2.02 Results
of Operations and Financial Condition.
On
May
24, 2007, The Toro Company announced its earnings for the three and six months
ended May 4, 2007.
Attached
to this Current Report on Form 8-K as Exhibit 99.1 is a copy of The Toro
Company’s press release in connection with the announcement. The
information in this Item 2.02, including the exhibit attached hereto, is
furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific
reference in such filing.
Section
7 — Regulation FD
Item
7.01 Regulation
FD Disclosure.
On
May
22, 2007, the company’s Board of Directors authorized the repurchase of an
additional 3,000,000 shares of the company’s common stock in open-market or in
privately negotiated transactions. This program has no expiration
date but may be terminated by the company’s Board of Directors at any
time.
On
May
22, 2007, the company’s Board of Directors also declared a regular quarterly
cash dividend of 12 cents per share payable July 12, 2007 to stockholders of
record as of June 20, 2007.
On
May
22, 2007, the company announced that Timothy P. Dordell had been elected by
the
board of directors as vice president, secretary and general counsel. Mr.
Dordell, 44, joined the company on November 6, 2006 as vice president, deputy
general counsel. He was previously associate general
counsel-corporate and assistant secretary at Ecolab Inc. Mr. Dordell succeeds
J.
Lawrence McIntyre, who retired on April 30, 2007. Mr. Dordell received his
juris
doctor degree, cum laude, from the University of Minnesota Law School and is
a
member of the American Bar Association and several other legal and professional
organizations.
Attached
to this Current Report on Form 8-K as Exhibit 99.2 is a copy of The Toro
Company’s press release in connection with the announcement of Mr. Dordell’s
election, which is incorporated herein by reference. The information
in this Item 7.01, including the exhibit attached hereto, is furnished pursuant
to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, or otherwise subject to the liabilities
of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
as shall be expressly set forth by specific reference in such
filing.
Section
9 — Financial Statements and
Exhibits
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits.
|
|
99.1
|
Press
release dated May 24, 2007 related to the announcement of earnings
(furnished herewith).
|
99.2
|
Press
release dated May 22, 2007 related to the announcement of the
election of Timothy P.
Dordell as Vice President, Secretary and General Counsel (furnished
herewith).
|
SIGNATURES
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.
THE
TORO
COMPANY
(Registrant)
Date: May
24, 2007
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By
/s/ Stephen P. Wolfe
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Stephen
P. Wolfe
|
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Vice
President Finance
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and
Chief Financial Officer
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(duly
authorized officer and principal financial
officer)
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EXHIBIT
INDEX
EXHIBIT
NUMBER
|
DESCRIPTION
|
99.1
|
Press
release dated May 24, 2007 related to the announcement of earnings
(furnished herewith).
|
99.2
|
Press
release dated May 22, 2007 related to the announcement of the
election of Timothy P.
Dordell as Vice President, Secretary and General Counsel (furnished
herewith).
|