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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 9, 2021

 

EVOQUA WATER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38272   46-4132761

(State or other
jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

210 Sixth Avenue

Pittsburgh, Pennsylvania

  15222

(Address of principal executive

offices)

  (Zip code)

 

Registrant’s telephone number, including area code: (724) 772-0044

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.01 per share   AQUA   New York Stock Exchange

 

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. ¨

 

 

 

 

 

  

Item 8.01. Other Events.

 

On February 9, 2021, Evoqua Water Technologies Corp. (the “Company”) issued a press release announcing the pricing of a secondary public offering of 16,382,793 shares of its common stock by certain institutional shareholders of the Company, including certain affiliates of AEA Investors LP (collectively, the “Selling Shareholders”), which is expected to result in gross proceeds of approximately $407.1 million. The offering is expected to close on February 11, 2021, subject to the satisfaction of customary closing conditions.

 

The Company is not selling any shares in the offering and will not receive any proceeds from the sale of shares being sold by the Selling Shareholders in the offering.

 

It is anticipated that, upon completion of the Offering, the Selling Shareholders will have disposed of all of their remaining shares of the Company’s common stock.

 

A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

 

The information in this Form 8-K pursuant to Item 8.01 is not an offer or the solicitation of an offer to buy securities.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.   Description
   
99.1   Press Release of Evoqua Water Technologies Corp., dated February 9, 2021.
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

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 hereunto duly authorized.

 

Date: February 9, 2021   EVOQUA WATER TECHNOLOGIES CORP.
     
  By:  /s/ Benedict J. Stas
    Benedict J. Stas
    Executive Vice President, Chief Financial Officer & Treasurer