Document

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 24, 2020

_______________________

Regal Beloit Corporation

(Exact name of registrant as specified in its charter)



Wisconsin	1-7283	39-0875718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 State Street, Beloit, Wisconsin 53511-6254

(Address of Principal Executive Offices, Including Zip Code)

Registrant's Telephone Number: (608) 364-8800

_______________________

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

_______________________

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock	RBC	New York Stock Exchange

Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On July 24, 2020, Regal Beloit Corporation (the “Company”) sent a notice required by Rule 104 of the Securities and Exchange Commission’s Regulation BTR (the “Notice”) to its directors and executive officers informing them of upcoming restrictions on the trading of the Company’s common stock (the “Common Stock”) due to a planned blackout period related to the Regal Beloit Retirement Savings Plan (the “401(k) plan”).

The blackout period is required to facilitate the elimination of the Regal Beloit Corporation Stock Fund (the “Company Stock Fund”) as an investment option under the 401(k) plan, and the liquidation of shares of Common Stock currently held in the Company Stock Fund. The blackout period will begin on August 31, 2020, at 3:00 p.m. Central Time, and is expected to end on or before September 18, 2020. During the blackout period, participants in the 401(k) plan will be unable to change their investment elections or make other investment changes with respect to the Company Stock Fund.

As described in the Notice, during the blackout period, the Company’s directors and executive officers will be prohibited from engaging in any transaction, within or outside of the 401(k) plan, involving the Company’s equity securities, including pursuant to stock appreciation rights or other derivative securities, subject to limited exceptions. The term equity security includes, without limitation, the Company’s common stock, options and other derivatives.

Inquiries about the blackout period may be directed to Thomas E. Valentyn, Vice President, General Counsel and Secretary of the Company, at Regal Beloit Corporation, 200 State Street, Beloit, Wisconsin 53511-6254, or by phone at (608) 364-8800.

A copy of the Notice is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.


(a)	Not Applicable


(b)	Not Applicable


(c)	Not Applicable


(d)	Exhibits. The following exhibits are being furnished herewith:

Exhibit Index



Exhibit Number		Exhibit Description
99.1		Notice of Trading Blackout Period, dated July 24, 2020
104.1		Cover Page Interactive Data File (the Cover Page Interactive Data File is 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.

REGAL BELOIT CORPORATION

Date: July 24, 2020 By: /s/ Thomas E. Valentyn

Thomas E. Valentyn

Vice President, General Counsel and Secretary

NOTICE OF BLACKOUT PERIOD To: Directors and Executive Officers of Regal Beloit Corporation Re: Notice of Blackout Period Date: July 24, 2020 This notice is to inform you that, as directors and executive officers of Regal Beloit Corporation (the “Company”), you will be prohibited from trading in the Company’s common stock or related securities during a blackout period that will begin on August 31, 2020 at 3:00 p.m. (Central Time) and that is expected to end on or before September 18, 2020 (the “blackout period”). The blackout period is required to comply with the Sarbanes-Oxley Act of 2002 and Regulation BTR (the “Regulations”) in connection with the elimination of Regal Beloit Corporation Stock Fund (the “Company Stock Fund”) as an investment option under the Regal Beloit Retirement Savings Plan (the “401(k) plan”), and the liquidation of shares of the Company’s common stock currently held in the Company Stock Fund. The Regulations prohibit an issuer’s directors and executive officers from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity securities of the issuer during a blackout period involving the issuer’s retirement plans. In this regard, during the blackout period, participants in the 401(k) plan will be unable to change their investment elections or make other investment changes with respect to the Company Stock Fund. In addition, directors and executive officers may not engage in any other transaction, within or outside of the 401(k) plan, involving the Company’s equity securities, including pursuant to stock appreciation rights or other derivative securities. These restrictions apply whether or not you are a participant in, or eligible to participate in, the 401(k) plan. Although certain types of transactions are permitted under Regulation BTR, including bona fide gifts or any purchases or sales made pursuant to written plans satisfying the conditions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, you are urged to avoid any discretionary change in your beneficial ownership of the Company’s common stock or other equity securities during the blackout period due to the limited duration of the blackout period. In any event, you may not trade any Company securities, unless you have advance written permission to do so from Thomas E. Valentyn, Vice President, General Counsel and Secretary of the Company. If you have any questions concerning this notice, the blackout period or the transactions affected by the blackout period, please contact Thomas E. Valentyn, Vice President, General Counsel and Secretary of the Company, at Regal Beloit Corporation, 200 State Street, Beloit, Wisconsin 53511-6254, or by phone at (608) 364-8800.

Cover Page Document	Jul. 24, 2020
Cover page.
Title of 12(b) Security	Common Stock
Entity Incorporation, State or Country Code	WI
Entity Central Index Key	0000082811
Document Type	8-K
Amendment Flag	false
Entity File Number	1-7283
Entity Tax Identification Number	39-0875718
Trading Symbol	RBC
Security Exchange Name	NYSE
Document Period End Date	Jul. 24, 2020
Entity Registrant Name	Regal Beloit Corp
Entity Address, Address Line One	200 State Street
Entity Address, City or Town	Beloit
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53511-6254
City Area Code	608
Local Phone Number	364-8800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

Cover Page Document