Current Report Filing (8-k)
14 Maio 2019 - 6:08PM
Edgar (US Regulatory)
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): May 14, 2019
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Commission
File Number
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Name of Registrant, Address of
Principal, Executive Offices
and
Telephone Number
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State of
Incorporation
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I.R.S. Employer
Identification Number
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1-16681
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Spire Inc.
700 Market Street
St. Louis, MO 63101
314-342-0500
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Missouri
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74-2976504
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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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
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $1.00 par value per share
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SR
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New York Stock Exchange
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On May 14, 2019, Spire Inc. (the Company) filed with the Securities and Exchange Commission (the Commission) an
automatic shelf registration statement on Form
S-3
(File No. 333-231443) (the New Registration Statement) to replace the Companys existing shelf registration statement on Form
S-3
(File
No. 333-182413)
(the Prior Registration Statement). The Prior Registration Statement terminated upon the effectiveness of the New Registration
Statement on May 14, 2019.
On May 14, 2019, in connection with the filing of the New Registration Statement, the Company filed
a prospectus supplement (the New Prospectus Supplement) to the form of prospectus contained in the New Registration Statement to cover the sale of shares, from time to time, of the Companys common stock, par value $1.00 per share,
having an aggregate gross sales price of up to $150,000,000 (the Shares) pursuant to the Companys previously disclosed Equity Distribution Agreement dated February 6, 2019, as modified by a letter agreement dated the date
hereof (the Letter Agreement), by and among the Company and RBC Capital Markets, LLC and BofA Securities, Inc., as agents, principals and forward sellers, and Royal Bank of Canada and Bank of America, N.A., as forward purchasers. The New
Prospectus Supplement was filed solely to continue the offering of Shares which were previously covered by the Prior Registration Statement. No Shares were sold under the Prior Registration Statement. The Letter Agreement is filed as
Exhibit 1.1 and a legal opinion regarding the Shares is filed as Exhibit 5.1 to this Current Report on
Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities and 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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SPIRE INC.
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Date: May 14, 2019
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By:
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/s/ Steven P. Rasche
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Steven P. Rasche
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Executive Vice President
and Chief Financial
Officer
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Spire (NYSE:SR)
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