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): October 24, 2018

 


 

CARPENTER TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

1-5828

 

23-0458500

(State of or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer I.D. No.)

 

1735 Market Street
Philadelphia, Pennsylvania

 

19103

(Address of principal executive
offices)

 

(Zip Code)

 

(610) 208-2000

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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b.2 of this chapter).

 

Emerging growth company   o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

 

 


 

Item 7.01 — Regulation FD Disclosure.

 

On October 24, 2018, Carpenter Technology Corporation issued a press release announcing that it has acquired LPW Technology Ltd., based in Widnes, Cheshire, United Kingdom, a leader in the development and supply of advanced metal powders and powder lifecycle management solutions to the Additive Manufacturing industry.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and shall not be deemed to be “filed” for any purpose.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

99.1

Carpenter Technology Corporation Press Release dated October 24, 2018.

 

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.

 

 

CARPENTER TECHNOLOGY CORPORATION

 

 

 

 

By

/s/ James D. Dee

 

 

James D. Dee

 

 

Vice President, General Counsel and

 

 

Secretary

 

Date:  October 25, 2018

 

2


Exhibit 99.1

 

 

Media Inquiries:

Investor Inquiries:

William J. Rudolph, Jr.

The Plunkett Group

+1 610-208-3892

Brad Edwards

wrudolph@cartech.com

+1 212-739-6740

 

brad@theplunkettgroup.com

 

CARPENTER ENHANCES ADDITIVE MANUFACTURING

CAPABILITIES WITH ACQUISITION OF LPW TECHNOLOGY LTD.

 

Expands Growing Leadership Position as Additive Manufacturing Solutions Provider

 

Incorporates Metal Powder Lifecycle Management Technology with Superior Quality Control and Traceability

 

PHILADELPHIA — October 24, 2018 — Carpenter Technology Corporation (NYSE: CRS) today announced it has acquired LPW Technology Ltd. (LPW), a leader in the development and supply of advanced metal powders and powder lifecycle management solutions to the Additive Manufacturing industry, for approximately $81 million. LPW is based in Widnes, Cheshire, United Kingdom with additional processing operations near Pittsburgh, Pennsylvania. LPW employs approximately 80 people.

 

“Our aggressive development in key aspects of Additive Manufacturing (AM) demonstrates our commitment to build on our industry-leading position in this space,” said Tony R. Thene, Carpenter’s President and Chief Executive Officer. “The acquisition combines LPW’s metal powder lifecycle management technology and processes with our technical expertise in producing highly engineered metal powders and additively manufactured components.”

 

Lifecycle management technology is becoming increasingly important to understanding how materials behave before, during, and after production in the powder-bed fusion process.  Understanding powder behavior is critical as AM becomes more widely adopted and implemented across various industries.

 


 

“LPW’s innovative platforms and enabling technology further solidify Carpenter’s position as a preferred provider of end-to-end next generation Additive Manufacturing solutions,” said Phil Carroll, LPW’s founder. “I’m extremely proud of the accomplishments we’ve achieved at LPW and I’m excited to be part of Carpenter’s continued growth and leadership in AM.”

 

Carpenter’s additive portfolio, including recent investments in Puris, a titanium powders producer; CalRAM, a leader in electron beam and laser powder-bed fusion additive manufacturing services, and construction of an Emerging Technology Center in Athens, Alabama represent a significant force positioned to capitalize on the rapid AM growth.

 

###

 

About Carpenter Technology

 

Carpenter Technology Corporation is a leading producer and distributor of premium specialty alloys, including titanium alloys, nickel and cobalt based superalloys, stainless steels, alloy steels and tool steels.  Carpenter’s high-performance materials and advanced process solutions are an integral part of critical applications used within the aerospace, transportation, medical and energy markets, among other markets. Building on its history of innovation, Carpenter’s metal powder technology capabilities support a range of next-generation products and manufacturing techniques, including Additive Manufacturing and 3D Printing.  Information about Carpenter can be found at www.cartech.com.

 


 

About LPW Technology Ltd.

 

Widnes, Cheshire, UK-based LPW Technology Ltd. is a leader in the development, manufacturing, and supply of ultra-clean metal powders designed specifically for the Additive Manufacturing industry. LPW’s 98,000 square foot manufacturing facility in the UK and its value-added processing facility near Pittsburgh, PA mobilizes its highly differentiated materials design, specification, manufacturing, and lifecycle management capabilities.

 

RSM Corporate Finance LLP served as exclusive financial advisor to LPW Technology Ltd. on the transaction.

 

Forward-Looking Statements

 

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s current expectations and are subject to risks, uncertainties and other factors that could cause actual results to differ from those projected, anticipated or implied. The most significant of these uncertainties are described in Carpenter’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended June 30, 2018, and the exhibits attached to that filing.  They include, but are not limited to, statements regarding LPW Technology Ltd. Carpenter undertakes no obligation to update or revise any forward-looking statements.