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 10, 2018
| Commission File No. |
Exact Name of Registrant as |
State of Incorporation |
I.R.S. Employer Identification Number | |||
| 1-16681 | Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500 |
Missouri | 74-2976504 |
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 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 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 May 10, 2018, Spire Inc. (“Spire”) issued and sold 2,300,000 shares of Spire’s common stock, par value $1.00 per share (the “Common Stock”), at a public offering price of $68.75 per share pursuant to an Underwriting Agreement, dated May 7, 2018, by and among Spire and Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and RBC Capital Markets, LLC, as representatives of the several underwriters. The Common Stock has been issued pursuant to Spire’s Registration Statement on Form S-3 (Registration No. 333-213759) (the “Registration Statement”), which became effective upon filing with the Securities and Exchange Commission on September 23, 2016, and the related Prospectus Supplement dated May 7, 2018. A copy of the Underwriting Agreement and opinion related to the Common Stock are attached hereto as exhibits and are expressly incorporated by reference herein and into the Registration Statement.
The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the actual terms of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
The following exhibits are filed as part of this report:
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.
| SPIRE INC. | ||||||
| Date: May 10, 2018 | By: | /s/ Ellen L. Theroff | ||||
| Ellen L. Theroff Vice President, Corporate Secretary | ||||||