SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2020
MSA SAFETY INCORPORATED
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
1000 Cranberry Woods Drive
(Address of principal executive offices)
Registrant’s telephone number, including area code: 724-776-8600
Former name or former address, if changed since last report: N/A
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common stock, no par value
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
In light of the rapidly changing coronavirus (COVID-19) outbreak, MSA Safety Inc. is filing this Current Report on Form 8-K for the purpose of supplementing the risk factors disclosed in Item 1A. of its Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on February 20, 2020, to include the risk factor attached as Exhibit 99.1 hereto, which is incorporated herein by reference.
Financial Statements and Exhibits.
99.1 Supplemental Risk Factor
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, MSA Safety Incorporated has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MSA SAFETY INCORPORATED
/s/ Stephanie L. Sciullo
Stephanie L. Sciullo
Vice President and Chief Legal Officer
Date: March 19, 2020
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
Pandemics or disease outbreaks, such as COVID-19, may cause unfavorable economic or market conditions which could impact demand patterns and/or disrupt global supply chains and manufacturing operations. Collectively, these outcomes could materially and adversely affect our business, results of operations and financial condition.
Pandemics or disease outbreaks such as the novel coronavirus (COVID-19) could result in a widespread health crisis that could adversely affect the economies of developed and emerging markets, potentially resulting in an economic downturn that could affect customers’ demand for our products in certain industrial-based end-markets. The spread of pandemics or disease outbreaks may also disrupt the company’s manufacturing operations or logistics necessary to import, export and deliver products to our customers. These factors could negatively impact our consolidated results of operations and cash flow.
While economic conditions can influence order patterns, MSA provides safety equipment to a broad range of customers who must continue to work in times of global pandemic or crisis. This includes first responders, who are tasked with keeping citizens safe and, in some cases, directly responding to disease outbreaks. It also includes industrial and utility workers tasked with maintaining critical infrastructure, particularly in times of national emergency. For this reason, in order to successfully fulfill our mission as The Safety Company, MSA is an essential business and intends to continue operating its manufacturing facilities during times of lockdown or crisis, to the extent practicable, while protecting the health and safety of our workforce and complying with all applicable laws. During a pandemic or crisis, these laws and response directives could, in some circumstances, adversely affect our ability to operate our plants.
While disposable N-95 masks and other personal protective equipment used by healthcare professionals in pandemic situations are not manufactured by MSA, the company does produce advanced air-purifying respirators such as elastomeric half-mask, full-facepiece respirators and powered air purifying respirators (PAPRs) with a minimum of N-95 filtration capability. These products are used in many industrial and first responder applications and therefore may see higher levels of demand in the event of a global mask shortage. During such an event, MSA is committed to increasing production of masks within our existing air purifying respirator portfolio. However, these products are non-core to MSA and in the year ended December 31, 2019, collectively reflected less than 10 percent of global revenue.