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): July 22,
2009
THE
TORO COMPANY
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-8649
|
41-0580470
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
8111
Lyndale Avenue South
Bloomington,
Minnesota
(Address
of principal executive offices)
|
55420
(Zip
Code)
|
Registrant’s
telephone number, including area code: (952) 888-8801
Not
Applicable
(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:
[ ] 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))
Section
7—Regulation FD
Item
7.01 Regulation FD Disclosure.
On July
22, 2009, The Toro Company (the “Company”) announced that its Board of Directors
(the “Board”) has authorized the repurchase of an additional five million
(5,000,000) shares of the Company’s common stock, par value $1.00 per share
(“Common Stock”), in the open market or in privately negotiated
transactions. This program has no expiration date but may be
terminated by the Board at any time. As of July 21, 2009,
approximately 850,000 shares of Common Stock also remain available for
repurchase by the Company under the repurchase authority previously approved by
the Board on May 22, 2008.
Attached
to this Current Report on Form 8-K as Exhibit 99.1 is a copy of the Company’s
press release in connection with the announcement, which is incorporated herein
by reference. The information in this Item 7.01, including Exhibit
99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Section
9—Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
release dated July 22, 2009 (furnished
herewith).
|
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.
THE TORO
COMPANY
(Registrant)
|
Date: July
22, 2009
|
By /s/
Stephen P. Wolfe
|
|
Stephen
P. Wolfe
|
|
|
Vice
President, Finance & Chief Financial
Officer
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EXHIBIT
INDEX
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EXHIBIT NUMBER
|
DESCRIPTION
|
|
99.1
|
Press release dated July
22, 2009 (furnished herewith).
|
Investor Relations
John
Wright
Director,
Investor Relations
(952)
887-8865, invest@toro.com
Media
Relations
Branden
Happel
Manager,
Public Relations
(952)
887-8930, pr@toro.com
www.thetorocompany.com
For
Immediate Release
THE TORO COMPANY AUTHORIZES
REPURCHASE OF ADDITIONAL 5 MILLION SHARES
BLOOMINGTON,
Minn. (July 22, 2009) – The Toro Company (NYSE: TTC) today announced that its
board of directors has authorized the repurchase of an additional 5 million
shares of common stock in the open market or in privately negotiated
transactions. As of July 21, 2009, approximately 850,000 common
shares remained available under a previous authorization.
The
company’s continued strong cash flow enables it to return value to shareholders
through dividends and share repurchases.
About
The Toro Company
The Toro
Company (NYSE: TTC) is a leading worldwide provider of turf and landscape
maintenance equipment, and precision irrigation systems. With sales of nearly
$1.9 billion in fiscal 2008, Toro’s global presence extends to more than 140
countries through its reputation of world-class service, innovation and turf
expertise. Since 1914, the company has built a tradition of excellence around a
number of strong brands to help customers care for golf courses, sports fields,
public green spaces, commercial and residential properties, and agricultural
fields. More information is available at www.toro.com.