0001674335
false
0001674335
2024-05-01
2024-05-01
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 (Date of earliest event reported):
May 1, 2024
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38000 93-1273278
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
2645 Silver Crescent Drive
Charlotte
,
North Carolina
28273
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (
704
)
378-5700
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):
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-4c))
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock (par value $0.01 per share) JELD New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)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.
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Item 8.01
Other Events.
On May 1, 2024, JELD-WEN, Inc., a wholly owned subsidiary of JELD-WEN Holding,
Inc. (the "
Company
"), filed a motion to modify the Amended Final Judgment (the "
Motion
") with the U.S. District Court for the Eastern District of Virginia, Richmond
Division (the "
Court
") to vacate all court orders requiring divestiture of the Company's Towanda
operations and certain related assets. In light of changed industry and market
factors and conditions, the Company believes that the divestiture of Towanda
is no longer warranted and is asking the Court for relief from that ruling.
There is no assurance that the Motion will be granted and the divestiture
requirement will be vacated. There can also be no guarantee that the
divestiture will be consummated if the divestiture requirement is not
ultimately vacated.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements are generally identified by our use of
forward-looking terminology, including the terms "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"potential," "predict," "seek," or "should," and, in each case, their negative
or other various or comparable terminology.
These forward-looking statements are based upon the Company's current plans,
assumptions, beliefs, and expectations. Forward-looking statements are subject
to the occurrence of many events outside of the Company's control. Actual
results and the timing of events may differ materially from those contemplated
by such forward-looking statements due to numerous factors that involve
substantial known and unknown risks and uncertainties. Risks and uncertainties
that could cause actual results to differ materially include, but are not
limited to, the inherent uncertainty of litigation, the potential failure to
ultimately prevail on the Motion and the other risks and uncertainties under
the "Risk Factors" section of the Company's Annual Report on Form 10-K filed
with the U.S. Securities and Exchange Commission (the "
SEC
") on February 20, 2024 and the Company's other filings with the SEC.
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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.
Date: May 1, 2024 JELD-WEN HOLDING, INC.
By: /s/ James S. Hayes
James S. Hayes
Executive Vice President, General Counsel and Corporate Secretary
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