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: April 12, 2006 (Date of earliest event reported:  April 11, 2006)

 

RBC BEARINGS INCORPORATED

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Delaware

 

333-124824

 

95-4372080

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

One Tribology Center
Oxford, CT 06478
Telephone: (203) 267-7001

(Address of Principal Executive Offices, including  Zip Code)

 

(203) 267-7001
(Registrant’s Telephone Number, Including Area Code)

 

N/A
(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 (see General Instruction A.2. below):

 

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))

 

 



 

Item 8.01 Other Events.

 

On April 11, 2006 RBC Bearings Incorporated (RBC Bearings) issued a press release which disclosed that RBC Bearings is conducting an initial and secondary offering of its shares. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit 99.1. Press Release dated April 11, 2006.

 

SIGNATURES

 

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

Date: April 12, 2006

 

 

 

RBC BEARINGS INCORPORATED

 

 

 

 

 

By:

/s/ Daniel A. Bergeron

 

 

Name:

Daniel A. Bergeron

 

 

Title:

Chief Financial Officer

 

2


Exhibit 99.1

 

Press release

 

RBC Bearings Incorporated Announces Pricing of Secondary Offering of Common Stock

 

Oxford, CT – April 11, 2006 - - RBC Bearings Incorporated (Nasdaq: ROLL), a leading international manufacturer of highly-engineered precision plain, roller and ball bearings for the industrial, defense and aerospace industries, today announced the pricing of a secondary offering of 7,817,000 shares of common stock at $20.50 per share. The offering was made by an underwriting syndicate led by Merrill Lynch & Co. as the sole book-running manager, KeyBanc Capital Markets as co-lead manager and Robert W. Baird & Co. as co-manager.

 

The secondary offering consists of 1,821,471 shares of common stock offered by the Company and 5,995,529 shares of common stock offered by the selling stockholders. The Company will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders. Further, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,172,550 shares of common stock at the public offering price to cover any over-allotments.

 

A registration statement relating to these securities was filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy common stock of RBC Bearings Incorporated, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of any such state or jurisdiction.

 

The secondary offering is being made only by means of a prospectus. When available, a final prospectus related to the offering may be obtained by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10080.

 

About RBC Bearings

 

RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, the Company is primarily focused on producing highly technical or regulated bearing products requiring sophisticated design, testing, and manufacturing capabilities for the diversified industrial, aerospace and defense markets. Headquartered in Oxford, Connecticut, RBC Bearings currently employs approximately 1,700 people in 19 facilities located throughout North America and Europe.

 

Contacts

 

RBC Bearings

Daniel A. Bergeron

203-267-5028

 



 

dbergeron@rbcbearings.com

 

Ashton Partners

Lauren Murphy

800.281.1163

investors@rbcbearings.com