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): February 7, 2002 Actuant Corporation (Exact name of Registrant as specified in its charter) Wisconsin 1-11288 39-0168610 (State or other jurisdiction (Commission File (I.R.S Employer of incorporation) Number) Identification No.) 6100 NORTH BAKER ROAD MILWAUKEE, WISCONSIN 53209 Mailing Address: P.O. Box 3241, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (414) 352-4160 Item 5. Other Events. On February 7, 2002, Actuant Corporation, a Wisconsin corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") relating to an underwritten public offering (the "Offering") of 3,000,000 shares of the Company's Class A common stock. Pursuant to the Underwriting Agreement, the Company granted the underwriters of the Offering an option to purchase up to 450,000 additional shares to cover over-allotments, if any. The Offering is subject to customary closing conditions and is expected to close on February 13, 2002. The Offering is being made pursuant to a Prospectus Supplement dated February 7, 2002, which supplements the Company's Prospectus dated January 27, 1999 and the Prospectus Supplement and Prospectus constitute part of the Company's Registration Statement on Form S-3 (File No. 333-47493). The Underwriting Agreement is being filed as Exhibit 1.1 to the Report and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) n/a (b) n/a (c) Exhibits. See the Exhibit Index, following the signature page of this Report, which Exhibit Index is incorporated herein by reference. 2 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. Actuant Corporation ------------------- (Registrant) February 8, 2002 /s/ Andrew G. Lampereur ---------------------------- Andrew G. Lampereur Vice President and Chief Financial Officer (Principal Financial Officer and duly authorized to sign on behalf of Registrant) 3 ACTUANT CORPORATION EXHIBIT INDEX to FORM 8-K CURRENT REPORT Dated as of February 7, 2002
Exhibit Incorporated Filed Number Description by Reference to Herewith - ------- ----------- --------------- -------- 1.1 Underwriting Agreement, dated February 7, 2002 among X Actuant Corporation and First Union Securities, Inc.; ABN AMRO Rothschild LLC; Robert W. Baird & Co. Incorporated and Bear, Stearns & Co. Inc.
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