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): April 24, 2018

John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)

Delaware
001-34036
91-1650317
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

70 West Madison Street, Suite 4400
Chicago, IL 60602
(Address of principal executive offices, including Zip Code)
(312) 861-5900
(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 Forms 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))
 
 
 
 
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 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
☐
 
 
 









Item 1.01 Entry into a Material Definitive Agreement.
On April 24, 2018, John Bean Technologies Corporation (the “ Company ”) entered into Amendment No. 1 (the “ Amendment ”) to the Rights Agreement (the “ Rights Agreement ”), dated as of July 31, 2008, by and between the Company and Computershare Trust Company, N.A., as successor rights agent to National City Bank.
The Amendment accelerates the expiration of the Company’s preferred share purchase rights (the “ Rights ”) from 5:00 p.m., Chicago time, on July 31, 2018 to 5:00 p.m., Chicago time, on April 27, 2018, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the adoption of the Rights Agreement, on July 31, 2008, the Company filed a Certificate of Designations of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “ Preferred Shares ”). Promptly following the expiration of the Rights and the termination of the Rights Agreement, the Company will file a Certificate of Elimination (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware eliminating the Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits





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 hereunto duly authorized.
 
 
 
 
 
 
 
 
John Bean Technologies Corporation
 
 
 
 
 
Date: April 27, 2018
 
By:
 
/s/ Megan J. Rattigan
 
 
Name
 
Megan J. Rattigan
 
 
Title
 
Vice President, Controller, and duly authorized officer





Exhibit 3.1
CERTIFICATE OF ELIMINATION
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
JOHN BEAN TECHNOLOGIES CORPORATION
Pursuant to Section 151(g) of the Delaware General Corporation Law
John Bean Technologies Corporation (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:
FIRST : That pursuant to the authority expressly vested in the Board of Directors by the Certificate of Incorporation of the Corporation, as amended and as effective as of the date hereof (the “ Certificate of Incorporation ”), the Board of Directors previously adopted resolutions creating and authorizing a series of 1,500,000 shares of preferred stock, par value $0.01 per share, of the Corporation designated as Series A Junior Participating Preferred Stock (the “ Series A Preferred Stock ”), subject to the Certificate of Designation of Series A Preferred Stock (the “ Certificate of Designation ”), as filed with the Secretary of State of the State of Delaware on July 31, 2008.
SECOND : That none of the authorized shares of the Series A Preferred Stock is outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation.
THIRD : That pursuant to the authority conferred upon the Board of Directors pursuant to the Certificate of Incorporation, the Board of Directors of the Corporation (the “ Board of Directors ”) duly adopted the following resolutions at a meeting duly called and held on April 24, 2018, approving the elimination of the Series A Preferred Stock:
NOW, THEREFORE, BE IT:
RESOLVED, that the Board of Directors hereby determines that it is in the best interests of the Corporation to eliminate the Series A Preferred Stock (the “ Elimination ”);
FURTHER RESOLVED, that the Elimination is hereby approved and adopted in all respects;
FURTHER RESOLVED, that each of the Chief Executive Officer, the Chief Financial Officer or the Secretary or any Vice President or Assistant Secretary of the Corporation (each, an

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“ Authorized Officer ” and collectively, the “ Authorized Officers ”) is hereby authorized and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the General Corporation Law of the State of Delaware in order to effect the cancellation and elimination of the Series A Preferred Stock, and any and all additional documents required to be filed therewith;
FURTHER RESOLVED, that, upon filing the Certificate of Elimination with the Secretary of State of the State of Delaware, all terms with respect to the Series A Preferred Stock set forth in the Certificate of Designation shall be eliminated from the Certificate of Incorporation;
FURTHER RESOLVED, that the final terms of the Certificate of Elimination, including the resolutions contained therein, are hereby adopted and approved in all respects;
FURTHER RESOLVED, that each Authorized Officer is hereby authorized and empowered, for and on behalf of the Corporation, to take or cause to be taken any and all such actions and to enter into, execute and deliver any and all such acknowledgments, agreements, certificates, contracts, instruments, notices, statements and other documents, or to effect any necessary filings with or notifications to any and all appropriate regulatory authorities, including, without limitation, the U.S. Securities and Exchange Commission, as may be required or as any such officer may deem necessary, advisable or appropriate to effectuate and carry out the transactions contemplated by, and the purposes and intent of, the foregoing resolutions, all such actions to be performed in such manner and all such acknowledgments, agreements, certificates, contracts, instruments, notices, statements and documents to be executed and delivered in such form as the officer performing or executing the same shall approve, such officer’s performance or execution and delivery thereof to be conclusive evidence of such approval and the approval of the Board of Directors;
FURTHER RESOLVED, that if resolutions in any particular form are required or advisable to be adopted in connection with the matters contemplated by the foregoing resolutions, such resolutions shall be deemed to have been adopted in the required form with the same force and effect as if set forth herein at length, and an Authorized Officer shall be authorized to certify on behalf of the Corporation as to the adoption of such resolutions, provided that copies thereof shall thereafter be filed in the Corporation’s records of its proceedings; and
FURTHER RESOLVED, that all actions heretofore taken by any director, officer or representative of the Corporation in connection with the foregoing resolutions be, and they hereby are, approved, ratified and confirmed in all respects.
FOURTH : That, in accordance with Section 151(g) of the DGCL, the Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series A Preferred Stock.
[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation, has executed and subscribed this Certificate of Elimination and does affirm the foregoing as true under the penalties of perjury on April ___, 2018.
 
JOHN BEAN TECHNOLOGIES CORPORATION
 
 
 
 
 
 
 
By:
 
 
Name:
Brian A. Deck
 
Title:
Executive Vice President and
Chief Financial Officer


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Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (this “ Amendment ”), dated as of April 24, 2018, amends the Rights Agreement, dated as of July 31, 2008 (the “ Rights Agreement ”), by and between John Bean Technologies Corporation, a Delaware corporation (the “ Company ”), and Computershare Trust Company, N.A., a federally chartered trust company and successor agent to National City Bank (the “ Rights Agent ”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Rights Agreement.
WHEREAS , Section 27 of the Rights Agreement provides that, prior to such time as any Person becomes an Acquiring Person, the Company and the Rights Agent may from time to time supplement or amend the Rights Agreement without the approval of any holders of Right(s) Certificates to make any other provisions with respect to the Rights which the Company may deem necessary or desirable;
WHEREAS , no Person has become an Acquiring Person;
WHEREAS , pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights Agreement be amended as set forth in this Amendment; and
WHEREAS , subject to and in accordance with the terms of this Amendment, the Company and the Rights Agent have agreed to amend the Rights Agreement in certain respects, as more particularly set forth herein.
NOW, THEREFORE , in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto hereby agree as follows:
1.
AMENDMENT OF THE RIGHTS AGREEMENT.
(a)      Clause (i) of Section 7(a) of the Rights Agreement is hereby amended and restated in its entirety as follows:
“(i) the Close of Business on April 27, 2018 (the “Final Expiration Date”),”.
2.
AMENDMENT TO EXHIBITS.
(a)      Exhibit B to the Rights Agreement is amended by deleting each reference to “July 31, 2018” in the Form of Right Certificate and substituting therefor “April 27, 2018”.
(b)      Exhibit C to the Rights Agreement is amended by deleting each reference to “July 31, 2018” in the Summary of Rights to Purchase Preferred Shares and substituting therefor “April 27, 2018”.

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3.
GOVERNING LAW.
This Amendment shall be deemed to be a contract made under the laws of the State of Delaware (without giving effect to the conflicts of laws principles thereof) and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.
4.
OTHER AMENDMENT; EFFECT OF AMENDMENT.
Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the date hereof. In the event of a conflict or an inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.
5.
COUNTERPARTS.
This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
6.
SEVERABILITY.
If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
[Signature page follows]













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IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
JOHN BEAN TECHNOLOGIES CORPORATION


By:
/s/ Brian A. Deck
Name:
Brian A. Deck
Title:
Executive Vice President and
Chief Financial Officer


COMPUTERSHARE TRUST COMPANY, N.A.


By:
/s/ Megan M. Roe
Name:
Megan M. Roe
Title:
Manager, Relationship Management



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