Basic Stats
| LEI | 259400T6CRXYOG6H8U09 |
| CIK | 1408287 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Zep Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| July 15, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15/A Amendment No. 1 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33633 ZEP INC. (Exact name of registrant as specified |
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| July 10, 2015 |
ZEP / Zep Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9 )* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) June 30, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| July 10, 2015 |
Zep Inc. 1310 Seaboard Industrial Boulevard NW Atlanta, Georgia 30318 Zep Inc. 1310 Seaboard Industrial Boulevard NW Atlanta, Georgia 30318 July 10, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 RE: Zep Inc. Registration Statement on Form S-3 (File No. 333-186093) Filed January 13, 2013 Application for Withdrawal Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Ac |
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| July 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-33633 ZEP INC. (Exact name of registrant as specified in its charter) 13 |
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| July 2, 2015 |
As filed with the Securities and Exchange Commission on July 2, 2015 As filed with the Securities and Exchange Commission on July 2, 2015 Registration No. |
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| July 2, 2015 |
As filed with the Securities and Exchange Commission on July 2, 2015 As filed with the Securities and Exchange Commission on July 2, 2015 Registration No. |
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| June 29, 2015 |
ZEP / Zep Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| June 26, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION ZEP INC. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZEP INC. FIRST: The name of the corporation is Zep Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company. THIRD: |
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| June 26, 2015 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 7, 2015, pursuant to the provisions of Rule 12d2-2 (a). |
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| June 26, 2015 |
BYLAWS OF NM Z MERGER SUB INC. (a Delaware corporation) ARTICLE I Exhibit 3.2 BYLAWS OF NM Z MERGER SUB INC. (a Delaware corporation) ARTICLE I OFFICES SECTION 1. Registered Office. The registered office of NM Z Merger Sub Inc. (the ?Corporation?) in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of the Corporation?s registered agent at such address shall be Corporation Service Company. The regist |
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| June 26, 2015 |
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): June 26, 2015 Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| June 26, 2015 |
Zep Inc. Announces Completion of Acquisition by New Mountain Capital Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Announces Completion of Acquisition by New Mountain Capital (ATLANTA ? June 26, 2015) ? Zep Inc. (NYSE: ZEP) (?Zep? or the ?Company?) and an affiliate of New Mountain Capital, L.L.C. (?New Mountain?) announced today that they have closed their previously announced acquisition of Zep in a |
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| June 26, 2015 |
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): June 26, 2015 Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| June 25, 2015 |
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): June 25, 2015 (June 25, 2015) Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission F |
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| June 25, 2015 |
Zep Inc.’s Stockholders Approve Merger with New Mountain Capital Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc.’s Stockholders Approve Merger with New Mountain Capital (ATLANTA — June 25, 2015) — Zep Inc. (NYSE: ZEP), a leading consumable packaged goods company that manufactures a wide variety of high performance maintenance and cleaning chemicals, announced that its stockholders approved the prev |
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| June 24, 2015 |
Table of Contents FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| June 8, 2015 |
DEFA14A 1 a15-137391defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a |
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| June 5, 2015 |
ZEP / Zep Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 5 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) May 31st, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| May 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Zep Inc. (Exact name of the registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1310 Seaboard Industrial Boulevard, NW Atlanta, Georgia 30318-2825 (Add |
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| May 29, 2015 |
Exhibit 1.01 Conflict Minerals Report This Conflict Minerals Report for the year ended December 31, 2014, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934. Zep Inc. (the ?Company?) exercised due diligence on the source and chain of custody of the Company?s conflict minerals in the equipment manufactured and sold in certain of our product lines. Our due diligence pro |
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| May 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| May 26, 2015 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 6, 2015 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 22, 2015 |
ZEP / Zep Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| April 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| April 17, 2015 |
ZEP / Zep Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices |
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| April 15, 2015 |
ZEP / Zep Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| April 8, 2015 |
Exhibit 99.8 To: Our Valued Customers From: John K. Morgan Date: April 8, 2015 Re: Zep Inc. / New Mountain Capital Transaction I?m pleased to share an important and exciting update with you about the future of Zep Inc. Earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a private equity firm that invests in marke |
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| April 8, 2015 |
EX-99.1 2 a15-88022ex99d1.htm EX-99.1 Exhibit 99.1 To: All Zep Inc. Associates From: John K. Morgan Date: April 8, 2015 Re: Zep Inc. / New Mountain Capital Transaction I’m pleased to share an important and exciting update with you about the future of Zep Inc. Earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a |
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| April 8, 2015 |
Zep Inc. Restricted Stock Award Agreement Exhibit 10.4 Zep Inc. Restricted Stock Award Agreement THIS AGREEMENT has been presented by Zep Inc., a Delaware corporation (the “Company”), to , an employee of the Company (the “Grantee”) as of (the “Grant Date”) subject to Grantee’s acceptance of this Agreement in accordance with Section 1.3 of this Agreement. WHEREAS, the Company maintains the Amended and Restated Zep Inc. 2010 Omnibus Incenti |
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| April 8, 2015 |
ZEP / Zep Inc. 10-Q - Quarterly Report - 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| April 8, 2015 |
Exhibit 10.1 Zep Inc. SEVERANCE AGREEMENT THIS AGREEMENT (the “Agreement”), made and entered into as of this 25th day of March 2014, by and between Zep Inc., a Delaware corporation (the “Company”), and Steven Nichols (the “Executive”). WITNESSETH: WHEREAS, Executive is a key employee of the Company and an integral part of the Company’s management; and WHEREAS, the Company desires to provide Execut |
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| April 8, 2015 |
Zep Inc. Performance Stock Unit Award Agreement Exhibit 10.2 Zep Inc. Performance Stock Unit Award Agreement THIS AGREEMENT has been presented by Zep Inc., a Delaware corporation, (the “Company”) to , an employee of the Company (“Grantee”) as of (the “Grant Date”) subject to Grantee’s acceptance of this Agreement in accordance with Section 1.2 of this Agreement. WHEREAS, the Company maintains the Amended and Restated Zep Inc. 2010 Omnibus Incen |
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| April 8, 2015 |
Zep Inc. Incentive Stock Option Agreement Exhibit 10.3 Zep Inc. Incentive Stock Option Agreement THIS AGREEMENT, made as of October 1, 2014 (the “Grant Date”), between Zep Inc., a Delaware corporation (the “Company”), and (the “Grantee”). WHEREAS, the Company maintains the Amended and Restated Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and |
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| April 8, 2015 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 7, 2015 among ZEP INC., NM Z PARENT INC. and NM Z MERGER SUB INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 12 ARTICLE 2 THE MERGER 12 Section 2.01. The Merger 12 Section 2.02. Conversion of Shares 13 Section 2.03. Surrender an |
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| April 8, 2015 |
Zep Inc. Reports Fiscal Second Quarter 2015 Results Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Fiscal Second Quarter 2015 Results Fiscal Second Quarter 2015 Highlights: ? Second quarter net sales of $160.1 million represented 3.8% growth on a comparable basis and 1.5% including the effects of the fire and foreign exchange ? Earnings per diluted share were $0.01 compared to |
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| April 8, 2015 |
Zep Inc. / New Mountain Capital Transaction — Associate FAQ Exhibit 99.4 Zep Inc. / New Mountain Capital Transaction ? Associate FAQ 1. What was announced today? ? Today, we have announced that Zep Inc. has entered into a definitive merger agreement with a fund managed by New Mountain Capital L.L.C. under which New Mountain Capital will acquire all outstanding shares of Zep Inc. common stock for $20.05 per share in cash. ? The agreement was unanimously app |
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| April 8, 2015 |
Senior Leader Call Talking Points Exhibit 99.6 Senior Leader Call Talking Points Introduction / What Was Announced: · Good morning. Thank you for joining us today. · I’m pleased to share an important and exciting update with you about the future of Zep Inc. · As you may have seen from the press release and Senior Leader Toolkit we circulated earlier today, this morning we announced that we entered into a definitive merger agreemen |
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| April 8, 2015 |
EX-99.7 8 a15-88022ex99d7.htm EX-99.7 Exhibit 99.7 CONFIDENTIAL Deal Q&A 1. Why is Zep Inc. selling itself? Why now? · During the past year, we conducted a thorough review of strategic opportunities to enhance value for all stakeholders. · After careful consideration, the Board determined that this transaction with New Mountain Capital is in the best interest of Zep Inc. stockholders. · This trans |
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| April 8, 2015 |
Zep Inc. / New Mountain Capital Transaction Exhibit 99.9 Zep Inc. / New Mountain Capital Transaction Customer/Partner Talking Points General: ? Today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a private equity firm that invests in market leaders in sustainable growth industries, will acquire Zep Inc. ? This is a positive development for our company that support |
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| April 8, 2015 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended February 28, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| April 8, 2015 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended February 28, 2015; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| April 8, 2015 |
AMENDMENT TO THE AMENDED AND RESTATED ZEP INC. EX-3.1 3 a15-88021ex3d1.htm EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF ZEP INC. The Amended and Restated By-Laws (the “By-Laws”) of Zep Inc. (the “Corporation”) are hereby amended by deleting the first sentence of Article IX thereof and replacing it with the following new sentence: “Unless the Corporation consents in writing to the selection of an alternative forum, the so |
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| April 8, 2015 |
Exhibit 99.8 To: Our Valued Customers From: John K. Morgan Date: April 8, 2015 Re: Zep Inc. / New Mountain Capital Transaction I?m pleased to share an important and exciting update with you about the future of Zep Inc. Earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a private equity firm that invests in marke |
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| April 8, 2015 |
SECOND AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT Exhibit 4.1 Execution Version SECOND AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT This Second Amendment to Stockholder Protection Rights Agreement, dated and effective as of April 7, 2015 (the ?Amendment?), is between Zep Inc., a Delaware corporation (the ?Company?), and American Stock Transfer and Trust Company, LLC, as successor-in-interest to Mellon Investor Services LLC (the ?Rights Ag |
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| April 8, 2015 |
AMENDMENT TO THE AMENDED AND RESTATED ZEP INC. EX-3.1 3 a15-88021ex3d1.htm EX-3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS OF ZEP INC. The Amended and Restated By-Laws (the “By-Laws”) of Zep Inc. (the “Corporation”) are hereby amended by deleting the first sentence of Article IX thereof and replacing it with the following new sentence: “Unless the Corporation consents in writing to the selection of an alternative forum, the so |
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| April 8, 2015 |
EX-2.1 2 a15-88021ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of April 7, 2015 among ZEP INC., NM Z PARENT INC. and NM Z MERGER SUB INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 12 ARTICLE 2 THE MERGER 12 Section 2.01. The Merger 12 Section 2.02. Conversion of S |
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| April 8, 2015 |
Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Enters into Definitive Agreement to be Acquired by New Mountain Capital Zep Inc. Shareholders to Receive $20.05 Per Share in Cash Transaction Valued at Approximately $692 million (ATLANTA ? April 8, 2015) ? Zep Inc. (NYSE: ZEP), a leading consumable chemical packaged goods company that m |
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| April 8, 2015 |
All Associate Town Hall Talking Points Exhibit 99.2 All Associate Town Hall Talking Points Introduction / What Was Announced: ? Good morning. Thank you for joining us today. This is John Morgan. ? I?m pleased to share an important and exciting update with you about the future of Zep Inc. ? Earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a private |
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| April 8, 2015 |
Zep Inc. / New Mountain Capital Transaction — Associate FAQ EX-99.4 5 a15-88022ex99d4.htm EX-99.4 Exhibit 99.4 Zep Inc. / New Mountain Capital Transaction — Associate FAQ 1. What was announced today? · Today, we have announced that Zep Inc. has entered into a definitive merger agreement with a fund managed by New Mountain Capital L.L.C. under which New Mountain Capital will acquire all outstanding shares of Zep Inc. common stock for $20.05 per share in cas |
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| April 8, 2015 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended February 28, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| April 8, 2015 |
Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Enters into Definitive Agreement to be Acquired by New Mountain Capital Zep Inc. Shareholders to Receive $20.05 Per Share in Cash Transaction Valued at Approximately $692 million (ATLANTA ? April 8, 2015) ? Zep Inc. (NYSE: ZEP), a leading consumable chemical packaged goods company that m |
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| April 8, 2015 |
EX-99.5 6 a15-88022ex99d5.htm EX-99.5 Exhibit 99.5 To: All Zep Inc. Senior Leaders From: John K. Morgan Date: April 8, 2015 Re: Senior Leader Communications Toolkit Overview Today marks an important milestone for Zep Inc. As you saw from the press release we circulated earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital |
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| April 8, 2015 |
EX-99.7 8 a15-88022ex99d7.htm EX-99.7 Exhibit 99.7 CONFIDENTIAL Deal Q&A 1. Why is Zep Inc. selling itself? Why now? · During the past year, we conducted a thorough review of strategic opportunities to enhance value for all stakeholders. · After careful consideration, the Board determined that this transaction with New Mountain Capital is in the best interest of Zep Inc. stockholders. · This trans |
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| April 8, 2015 |
EX-99.1 2 a15-88022ex99d1.htm EX-99.1 Exhibit 99.1 To: All Zep Inc. Associates From: John K. Morgan Date: April 8, 2015 Re: Zep Inc. / New Mountain Capital Transaction I’m pleased to share an important and exciting update with you about the future of Zep Inc. Earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a |
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| April 8, 2015 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended February 28, 2015; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| April 8, 2015 |
Zep Inc. / New Mountain Capital Transaction EX-99.9 10 a15-88022ex99d9.htm EX-99.9 Exhibit 99.9 Zep Inc. / New Mountain Capital Transaction Customer/Partner Talking Points General: · Today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a private equity firm that invests in market leaders in sustainable growth industries, will acquire Zep Inc. · This is a positive d |
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| April 8, 2015 |
SECOND AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT Exhibit 4.1 Execution Version SECOND AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT This Second Amendment to Stockholder Protection Rights Agreement, dated and effective as of April 7, 2015 (the ?Amendment?), is between Zep Inc., a Delaware corporation (the ?Company?), and American Stock Transfer and Trust Company, LLC, as successor-in-interest to Mellon Investor Services LLC (the ?Rights Ag |
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| April 8, 2015 |
All Associate Town Hall Talking Points EX-99.2 3 a15-88022ex99d2.htm EX-99.2 Exhibit 99.2 All Associate Town Hall Talking Points Introduction / What Was Announced: · Good morning. Thank you for joining us today. This is John Morgan. · I’m pleased to share an important and exciting update with you about the future of Zep Inc. · Earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by N |
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| April 8, 2015 |
Exhibit 99.5 To: All Zep Inc. Senior Leaders From: John K. Morgan Date: April 8, 2015 Re: Senior Leader Communications Toolkit Overview Today marks an important milestone for Zep Inc. As you saw from the press release we circulated earlier today, we announced that we entered into a definitive merger agreement under which a fund managed by New Mountain Capital L.L.C., a private equity firm that inv |
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| April 8, 2015 |
Senior Leader Call Talking Points EX-99.6 7 a15-88022ex99d6.htm EX-99.6 Exhibit 99.6 Senior Leader Call Talking Points Introduction / What Was Announced: · Good morning. Thank you for joining us today. · I’m pleased to share an important and exciting update with you about the future of Zep Inc. · As you may have seen from the press release and Senior Leader Toolkit we circulated earlier today, this morning we announced that we ent |
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| April 8, 2015 |
Welcome to the All Associate Town Hall April 8, 2015 Exhibit 99.3 Welcome to the All Associate Town Hall April 8, 2015 What We Announced A fund managed by New Mountain Capital L.L.C. will acquire Zep Inc. in a ?going private? transaction Agreement unanimously approved by Board Zep Inc. stockholders to receive $20.05 in cash for each share Transaction valued at approximately $692 million Expected to close in 3rd calendar quarter of 2015 ? 2015 Zep In |
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| April 8, 2015 |
Welcome to the All Associate Town Hall April 8, 2015 EX-99.3 4 a15-88022ex99d3.htm EX-99.3 Exhibit 99.3 Welcome to the All Associate Town Hall April 8, 2015 What We Announced A fund managed by New Mountain Capital L.L.C. will acquire Zep Inc. in a “going private” transaction Agreement unanimously approved by Board Zep Inc. stockholders to receive $20.05 in cash for each share Transaction valued at approximately $692 million Expected to close in 3rd |
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| April 8, 2015 |
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): April 8, 2015 Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| April 8, 2015 |
Financial Statements and Exhibits, Other Events 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): April 8, 2015 Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS |
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| April 8, 2015 |
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): April 8, 2015 (April 7, 2015) Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 8, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a15-880018k.htm 8-K 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): April 8, 2015 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organi |
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| April 8, 2015 |
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): April 8, 2015 (April 7, 2015) Zep Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 01-33633 26-0783366 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 27, 2015 |
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): March 24, 2015 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| February 13, 2015 |
ZEP / Zep Inc. / Morgan John K - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Zep Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98944B-108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 12, 2015 |
ZEP / Zep Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8 )* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 10, 2015 |
ZEP / Zep Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) January 31st, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| February 9, 2015 |
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): February 4, 2015 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commissio |
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| February 6, 2015 |
ZEP / Zep Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| January 9, 2015 |
Other Events, Submission of Matters to a Vote of Security Holders 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): January 7, 2015 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| January 6, 2015 |
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): January 6, 2015 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File |
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| January 6, 2015 |
EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended November 30, 2014; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| January 6, 2015 |
EXHIBIT 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended November 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| January 6, 2015 |
EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended November 30, 2014; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| January 6, 2015 |
Zep Inc. Reports Record First Fiscal Quarter Revenue Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Record First Fiscal Quarter Revenue First Fiscal Quarter 2015 Highlights: · Record first quarter net sales of $168.3 million represented 2.1% growth compared to last year and 3.3% growth on a constant currency basis · Adjusted earnings per diluted share were $0.17; excluding $0.0 |
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| January 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| January 6, 2015 |
EXHIBIT 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended November 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| January 6, 2015 |
Exhibit 99.2 Zep Inc. First Quarter Fiscal 2015 Earnings Conference Call January 6, 2015 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2015 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation |
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| November 20, 2014 |
ZEP / Zep Inc. DEF 14A - - DEF 14A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 20, 2014 |
ZEP / Zep Inc. DEFA14A - - DEFA14A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2014 |
Exhibit 12 Zep Inc. Ratio of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends (In thousands, except ratios) Fiscal Year Ended August 31, 2014 2013 2012 2011 2010 Income before income taxes $ 14,098 $ 23,087 $ 33,836 $ 26,695 $ 21,711 Additions: Fixed charges 13,260 10,564 7,087 7,398 3,108 Total Earnings $ 27,358 $ 33,651 $ 40,923 $ 34,093 $ 24,819 |
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| November 12, 2014 |
Zep Inc. LIST OF SUBSIDIARIES As of August 31, 2014 Exhibit 21 Zep Inc. LIST OF SUBSIDIARIES As of August 31, 2014 Subsidiary or Affiliate State or Other Jurisdiction of Incorporation or Organization Zep IP Holdings LLC Georgia Old ABI, LLC Delaware Acuity Specialty Products, Inc. Georgia -Amrep, Inc. Delaware -Amrep IP Holdings, LLC Delaware -Zep Vehicle Care Inc. Georgia -Acuity Holdings, Inc. Canada -Zep Holdings Singapore Pte. Ltd. Singapore -J |
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| November 12, 2014 |
Zep Inc. Reports Record Fiscal Fourth Quarter & Full Year 2014 Net Sales Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Record Fiscal Fourth Quarter & Full Year 2014 Net Sales Reported Fiscal Fourth Quarter Highlights: · Net sales grew 2.5% to $186.8 million from $182.2 million · EBITDA grew 34% to $15.8 million from $11.8 million · Diluted earnings per share increased 41% to $0.17 from $0.12 · Ge |
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| November 12, 2014 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Zep Inc. (the “Corporation”) for the year ended August 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), |
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| November 12, 2014 |
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): November 12, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission Fi |
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| November 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Use these links to rapidly review the document Table of Contents Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2014. OR o TRANSITION REPORT PURSUANT TO SECTION |
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| November 12, 2014 |
Exhibit 99.2 Zep Inc. Fourth Quarter Fiscal 2014 Earnings Conference Call November 12, 2014 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2014 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigat |
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| November 12, 2014 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this annual report on Form 10-K of Zep Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cove |
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| November 12, 2014 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this annual report on Form 10-K of Zep Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period co |
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| November 12, 2014 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints John K. |
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| November 12, 2014 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Zep Inc. (the “Corporation”) for the year ended August 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), |
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| October 2, 2014 |
8-K 1 a14-2188318k.htm 8-K 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): October 2, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation o |
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| September 11, 2014 |
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): September 11, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commiss |
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| September 5, 2014 |
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): August 29, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| August 26, 2014 |
Exhibit 10.1 EXECUTION VERSION Published CUSIP Number: 98944EAE2 CREDIT AGREEMENT Dated as of August 21, 2014 among ZEP INC., as the Company, CERTAIN SUBSIDIARIES OF THE COMPANY, as the Designated Borrowers, CERTAIN DOMESTIC SUBSIDIARIES OF THE COMPANY, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY HERETO KEYBANK |
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| August 26, 2014 |
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): August 21, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| August 26, 2014 |
Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Refinances Credit Facility New 5-Year $325 Million Facility at Lower Rates with Greater Financial Flexibility (ATLANTA – August 26, 2014) – Zep Inc. (NYSE: ZEP), a leading consumable chemical packaged goods company that manufactures a wide variety of high-performance maintenance and clea |
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| July 11, 2014 |
Entry into a Material Definitive Agreement 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 8, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File Nu |
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| July 11, 2014 |
UNITED STATES ENVIRONMENAL PROTECTION AGENCY REGION 4 ATLANTA, GEORGIA EX-10.1 2 a14-169021ex10d1.htm EX-10.1 Exhibit 10.1 UNITED STATES ENVIRONMENAL PROTECTION AGENCY REGION 4 ATLANTA, GEORGIA IN THE MATTER OF: ) ) Zep Inc. ) Docket No. FIFRA-04-2014-3000 ) Respondent. ) ) ) CONSENT AGREEMENT AND FINAL ORDER I. Nature of the Action 1. This is a civil penalty proceeding pursuant to Section 14(a) of the Federal Insecticide, Fungicide, and Rodenticide Act, as amended, |
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| July 10, 2014 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended May 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report |
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| July 10, 2014 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended May 31, 2014; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading |
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| July 10, 2014 |
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 10, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File N |
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| July 10, 2014 |
Zep Inc. Reports Fiscal Third Quarter 2014 Results Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Fiscal Third Quarter 2014 Results Fiscal Third Quarter 2014 Highlights: · Net sales increased 0.6% to $187.0 million, representing 2.1% organic growth in average daily sales · Adjusted EBITDA increased 13.6% to $19.3 million · Adjusted EBITDA margin increased 110 basis points to |
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| July 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 01-3 |
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| July 10, 2014 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended May 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report |
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| July 10, 2014 |
Exhibit 99.2 Zep Inc. Third Quarter Fiscal 2014 Earnings Conference Call July 10, 2014 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2014 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation R |
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| July 10, 2014 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended May 31, 2014; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadin |
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| June 27, 2014 |
AMENDMENT TO THE CONTRACT MANUFACTURING AGREEMENT’S SECTION 9 INSURANCE Exhibit 10.2 AMENDMENT TO THE CONTRACT MANUFACTURING AGREEMENT’S SECTION 9 INSURANCE This Amendment To The Contract Manufacturing Agreement’s Section 9 Insurance, dated June 16, 2014 (this “Amendment Agreement”), is between Amrep, Inc., a Delaware corporation doing business as “Zep Commercial Sales and Service” (hereinafter “Zep”), and Apollo Technologies, Inc., a Georgia corporation (hereinafter |
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| June 27, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 3, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File Nu |
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| June 27, 2014 |
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): June 26, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission F |
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| June 27, 2014 |
CONTRACT MANUFACTURING AGREEMENT EX-10.1 2 a14-161951ex10d1.htm EX-10.1 Exhibit 10.1 June 3, 2014 CONTRACT MANUFACTURING AGREEMENT This CONTRACT MANUFACTURING AGREEMENT (“Agreement”) is entered into as of May 30, 2014 (“Effective Date”) by Amrep, Inc., a company organized under the laws of the State of Delaware with its principal place of business at c/o Zep Inc., 1310 Seaboard Industrial Blvd., Atlanta, GA 30318 and doing busine |
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| June 20, 2014 |
Table of Contents FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| June 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Zep Inc. (Exact name of the registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1310 Seaboard Industrial Boulevard, NW Atlanta, Georgia 30318-2825 (Add |
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| June 2, 2014 |
Exhibit 1.02 Conflict Minerals Report This Conflict Minerals Report for the year ended December 31, 2013, is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934. Zep Inc. (the “Company”) exercised due diligence on the source and chain of custody of the Company’s conflict minerals in the equipment manufactured and sold in certain of our product lines. As part of the Compan |
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| May 27, 2014 |
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 23, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission Fi |
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| May 22, 2014 |
ZEP / Zep Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| April 11, 2014 |
As filed with the Securities and Exchange Commission on April 11, 2014 Registration No. |
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| April 7, 2014 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended February 28, 2014; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| April 7, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 a14-5642110q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f |
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| April 7, 2014 |
EX-99.2 3 a14-101121ex99d2.htm EX-99.2 Exhibit 99.2 Zep Inc. Second Quarter Fiscal 2014 Earnings Conference Call April 7, 2014 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2014 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meanin |
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| April 7, 2014 |
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): April 7, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File N |
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| April 7, 2014 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended February 28, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| April 7, 2014 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended February 28, 2014; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| April 7, 2014 |
Zep Inc. Reports Fiscal Second Quarter 2014 Results Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Fiscal Second Quarter 2014 Results Fiscal Second Quarter 2014 Highlights: · Net sales of $157.8 million · Adjusted EBITDA of $11.2 million · Adjusted earnings per diluted share of $0.09, excluding $0.12 of integration and legal costs · Adjusted cash earnings per diluted share of |
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| April 7, 2014 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended February 28, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| March 31, 2014 |
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): March 26, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| March 4, 2014 |
Zep Inc. 1310 Seaboard Ind. Blvd. Atlanta, GA 30318 www.zepinc.com Mark R. Bachmann Executive Vice President & Chief Financial Officer [email protected] March 4, 2014 Filed via EDGAR Mr. Terence O’Brien Branch Chief United States Securities and Exchange Commission Washington, DC 20549 RE: Form 10-K for Fiscal Year Ended August 31, 2013 filed November 5, 2013 Definitive Proxy Statement on Sched |
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| February 14, 2014 |
ZEP / Zep Inc. / Wellington Management Group LLP - DISCLOSURE DOCUMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 13, 2014 |
ZEP / Zep Inc. / Morgan John K - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Zep Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98944B-108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 12, 2014 |
ZEP / Zep Inc. / VANGUARD GROUP INC Passive Investment zepinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Zep Inc Title of Class of Securities: Common Stock CUSIP Number: 98944B108 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the rule |
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| February 6, 2014 |
ZEP / Zep Inc. / HEARTLAND ADVISORS INC - SC 13G/A Passive Investment SC 13G/A 1 v367008sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) December 31st, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 6, 2014 |
EXHIBIT 1 – JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| January 29, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 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): January 23, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer |
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| January 29, 2014 |
AGUIAR, ET AL. v. ZEP INC., ET AL. MEMORANDUM OF UNDERSTANDING Exhibit 10.1 AGUIAR, ET AL. v. ZEP INC., ET AL. MEMORANDUM OF UNDERSTANDING On January 23, 2014, the parties to the case entitled Aguiar, et al. v. Zep Inc., et al., N.D. Cal. Case No. 3:13-cv-00563-RS) (referred to herein as “Case”), mediated the Case before Mark S. Rudy, Esq. and reached the following settlement (the “Settlement”) which is intended to be a full and final resolution of the Case a |
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| January 9, 2014 |
Exhibit 3(b) ZEP INC. AMENDED AND RESTATED BY-LAWS (Amended and Restated as of January 8, 2014) ARTICLE I - STOCKHOLDERS Section 1. Annual Meetings, Proposals and Nominations. (a) An annual meeting of the stockholders, for (i) the election of directors to succeed those whose terms expire and (ii) the transaction of such other business, each as shall properly come before the meeting pursuant to the |
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| January 9, 2014 |
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): January 7, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| January 6, 2014 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended November 30, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| January 6, 2014 |
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): January 6, 2014 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File |
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| January 6, 2014 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended November 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| January 6, 2014 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended November 30, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| January 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| January 6, 2014 |
Zep Inc. Reports Fiscal First Quarter 2014 Results Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Fiscal First Quarter 2014 Results Fiscal First Quarter 2014 Highlights (compared to prior year period): · Net sales grew 4.3% to $164.9 million · Adjusted EBITDA grew 17% to $14.1 million resulting in a 90 basis point adjusted EBITDA margin increase to 8.5% · Adjusted earnings pe |
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| January 6, 2014 |
EX-99.2 3 a14-12551ex99d2.htm EX-99.2 Exhibit 99.2 Zep Inc. First Quarter Fiscal 2014 Earnings Conference Call January 6, 2014 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2014 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meanin |
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| January 6, 2014 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended November 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| December 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi |
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| November 19, 2013 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 19, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 5, 2013 |
Exhibit 12 Zep Inc. Ratio of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends (In thousands, except ratios) Fiscal Year Ended August 31, 2013 2012 2011 2010 2009 Income before Provision for Income Taxes $ 23,087 $ 33,836 $ 26,695 $ 21,711 $ 15,184 Additions: Fixed charges 10,564 7,087 7,398 3,108 2,447 Total Earnings $ 33,651 $ 40,923 $ 34,093 $ 24, |
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| November 5, 2013 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this annual report on Form 10-K of Zep Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period co |
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| November 5, 2013 |
Exhibit 21 Zep Inc. LIST OF SUBSIDIARIES Subsidiary or Affiliate State or Other Jurisdiction of Incorporation or Organization Zep IP Holdings LLC Georgia Old ABI, LLC Delaware Acuity Specialty Products, Inc. Georgia -Amrep, Inc. Delaware -Amrep IP Holdings, LLC Delaware -Zep Vehicle Care Georgia -Acuity Holdings, Inc Canada -Zep Holdings Singapore Pte. Ltd. Singapore -Jie Pu Hui Tong Trading (Beij |
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| November 5, 2013 |
EX-24 5 a2217190zex-24.htm EX-24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints John K. Morgan and Mark R. Bachmann, and each of them individually, his true and lawful attorneys-in-fact (with full power of substitution and resubstitution) to act for him in his name, place, and stead in his capacity as a director or officer of Zep I |
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| November 5, 2013 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Zep Inc. (the “Corporation”) for the year ended August 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), |
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| November 5, 2013 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this annual report on Form 10-K of Zep Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cove |
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| November 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 a2217190z10-k.htm 10-K Use these links to rapidly review the document TABLE OF CONTENTS Item 8. Financial Statements and Supplementary Data Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013. OR o TRANSIT |
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| November 5, 2013 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Zep Inc. (the “Corporation”) for the year ended August 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), |
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| October 21, 2013 |
ZEP / Zep Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices a |
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| October 9, 2013 |
Zep Inc. Reports Fiscal Fourth Quarter & Full Year 2013 Results Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Fiscal Fourth Quarter & Full Year 2013 Results Fiscal Fourth Quarter and Full Year 2013 Highlights: · Net sales grew 6.1% to $182.2 million during the quarter and 5.5% to $689.6 million during 2013 · Generated $28.5 million of free cash flow during the quarter · Net debt reduced |
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| October 9, 2013 |
Exhibit 99.2 Zep Fourth Quarter & Fiscal 2013 Earnings Conference Call October 9, 2013 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2013 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation R |
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| October 9, 2013 |
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): October 9, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File |
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| October 7, 2013 |
Zep Inc. 2010 Omnibus Incentive Plan Performance Stock Unit Award Agreement Exhibit 10.2 Zep Inc. 2010 Omnibus Incentive Plan Performance Stock Unit Award Agreement THIS AGREEMENT has been presented by Zep Inc., a Delaware corporation, (the “Company”) to , an employee of the Company (“Grantee”) as of (the “Grant Date”) subject to Grantee’s acceptance of this Agreement in accordance with § 1.2 of this Agreement. WHEREAS, the Company maintains the Zep Inc. 2010 Omnibus Ince |
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| October 7, 2013 |
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): October 1, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| October 7, 2013 |
Zep Inc. 2010 Omnibus Incentive Plan Restricted Stock Award Agreement EX-10.1 2 a13-218601ex10d1.htm EX-10.1 Exhibit 10.1 Zep Inc. 2010 Omnibus Incentive Plan Restricted Stock Award Agreement THIS AGREEMENT has been presented by Zep Inc., a Delaware corporation (the “Company”), to , an employee of the Company (the “Grantee”) as of (the “Grant Date”) subject to Grantee’s acceptance of this Agreement in accordance with Section 1.3 of this Agreement. WHEREAS, the Compa |
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| August 14, 2013 |
Zep Inc. Provides Update on Complexity-Reduction Activities and Revenue Expectations EX-99.1 2 a13-186041ex99d1.htm EX-99.1 Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Provides Update on Complexity-Reduction Activities and Revenue Expectations ATLANTA, August 14, 2013 (BUSINESS WIRE) — Zep Inc. (NYSE: ZEP), a leading consumable chemical packaged goods company that manufactures a wide variety of high-performance ma |
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| August 14, 2013 |
Exhibit 99.2 Zep Inc. Jefferies 2013 Global Industrials Conference August 14, 2013 John Morgan – Chairman, President & CEO Mark Bachmann - CFO Don De Laria – VP Investor Relations & Communications Safe Harbor This release contains, and other written or oral statements made by or on behalf of Zep may include, forward-looking statements, within the meaning of the Private Securities Litigation Reform |
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| August 14, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): August 14, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File |
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| July 8, 2013 |
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 8, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File Nu |
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| July 2, 2013 |
Exhibit 99.2 Zep Third Quarter Fiscal 2013 Earnings Conference Call July 2, 2013 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2013 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform |
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| July 2, 2013 |
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 2, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File Nu |
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| July 2, 2013 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report |
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| July 2, 2013 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended May 31, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading |
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| July 2, 2013 |
Zep Inc. Reports Third Quarter Financial Results Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Third Quarter Financial Results Compared to the third quarter of last year, · Free cash flow increased 104% to $16.3 million, representing $0.72 of free cash flow per diluted share and 260% of net income · Net debt declined $23.6 million in the third quarter · Net sales grew 5.3% |
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| July 2, 2013 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended May 31, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleadin |
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| July 2, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 01-3 |
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| July 2, 2013 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report |
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| June 25, 2013 |
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): June 20, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission F |
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| June 24, 2013 |
Table of Contents FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 9, 2013 |
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): April 9, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File N |
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| April 9, 2013 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended February 28, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| April 9, 2013 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended February 28, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| April 9, 2013 |
EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended February 28, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| April 9, 2013 |
EX-99.2 3 a13-96471ex99d2.htm EX-99.2 Exhibit 99.2 Zep Second Quarter Fiscal 2013 Earnings Conference Call April 9, 2013 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2013 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of t |
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| April 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| April 9, 2013 |
EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended February 28, 2013; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| April 9, 2013 |
Zep Inc. Reports Solid Second Quarter Results EX-99.1 2 a13-96471ex99d1.htm EX-99.1 Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Solid Second Quarter Results Compared to the second quarter of last year, · Revenue grew 7.7% to $163.4 million · Gross profit margin grew by 260bps to 47.4% · Earnings Per Share grew 9.1% to $0.12 · EBITDA increased $3.0 million or 34% to $1 |
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| March 25, 2013 |
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): March 21, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| March 6, 2013 |
Exhibit 10.1 EXECUTION VERSION $10,000,000 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of February 28, 2013 By and Between ADCO PRODUCTS, LLC, as Borrower and ACUITY SPECIALTY PRODUCTS, INC. as Lender TABLE OF CONTENTS Page ARTICLE I Waiver; Amount and Terms of Loan; Collateral 1 1.1 Reserved 1 1.2 Loan and Transactions at Closing; Promise to Pay 1 1.3 Interest 2 1.4 Continuation of |
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| March 6, 2013 |
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): March 6, 2013 (February 28, 2013) Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organiz |
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| February 14, 2013 |
ZEP / Zep Inc. / Morgan John K - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Zep Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 98944B-108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 14, 2013 |
ZEP / Zep Inc. / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| February 13, 2013 |
ZEP, INC. 1310 Seaboard Industrial Boulevard Atlanta, Georgia 30318 February 13, 2013 VIA EDGAR AND EMAIL Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Leland Benton Zep, Inc. Registration Statement on Form S-3 (File No. 333-186093) Dear Mr. Benton: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Zep, Inc. (the “Company”) hereby requ |
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| February 11, 2013 |
ZEP / Zep Inc. / VANGUARD GROUP INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Zep Inc Title of Class of Securities: Common Stock CUSIP Number: 98944B108 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: (X) Rule 13d |
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| February 8, 2013 |
Exhibit 99.2 Zep Inc. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Dollar amounts in thousands, except share and per-share data and as indicated) Zep Inc. (“Zep” or the “Company”) completed the acquisition of Vehicle Care Division, a component of Ecolab Inc. (“EVC”), effective December 1, 2012 (“Closing Date”), for approximately $116.9 million in cash, subject to post-closing worki |
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| February 8, 2013 |
Table of Contents As filed with the Securities and Exchange Commission on February 8, 2013 Registration No. |
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| February 8, 2013 |
ZEP INC. Dated as of Senior Debt Securities Exhibit 4.1 ZEP INC. TO TRUSTEE INDENTURE Dated as of Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 8 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 9 Section 105. Notices, etc., to Trustee and Company 10 Section 106. N |
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| February 8, 2013 |
Report of Independent Registered Public Accounting Firm Exhibit 99.1 Vehicle Care Division, a component of Ecolab Inc. Combined Financial Statements as of September 30, 2012 and for the nine months ended September 30, 2012 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Ecolab Inc.: In our opinion, the accompanying combined balance sheet and the related combined statement of operations, comprehensiv |
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| February 8, 2013 |
ZEP INC. Dated as of , Subordinated Debt Securities Exhibit 4.2 ZEP INC. TO TRUSTEE INDENTURE Dated as of , Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents Delivered to Trustee 9 SECTION 104. Acts of Holders 9 SECTION 105. Notices, etc., to Trustee and Company 11 SECTIO |
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| February 8, 2013 |
Financial Statements and Exhibits - 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 1, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission F |
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| February 8, 2013 |
HUNTON & WILLIAMS LLP BANK OF AMERICA PLAZA 600 PEACHTREE STREET, NE ATLANTA, GEORGIA 30308-2216 TEL 404 · 888 · 4000 FAX 404 · 602 · 9039 FILE NO: 78681. |
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| February 7, 2013 |
ZEP / Zep Inc. / KEELEY ASSET MANAGEMENT CORP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Zep Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 98944B108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi |
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| January 18, 2013 |
ZEP INC. Dated as of Senior Debt Securities Exhibit 4.1 ZEP INC. TO TRUSTEE INDENTURE Dated as of Senior Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 1 Section 102. Compliance Certificates and Opinions 8 Section 103. Form of Documents Delivered to Trustee 9 Section 104. Acts of Holders 9 Section 105. Notices, etc., to Trustee and Company 10 Section 106. N |
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| January 18, 2013 |
ZEP INC. Dated as of , Subordinated Debt Securities Exhibit 4.2 ZEP INC. TO TRUSTEE INDENTURE Dated as of , Subordinated Debt Securities TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents Delivered to Trustee 9 SECTION 104. Acts of Holders 9 SECTION 105. Notices, etc., to Trustee and Company 11 SECTIO |
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| January 18, 2013 |
Table of Contents As filed with the Securities and Exchange Commission on January 18, 2013 Registration No. |
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| January 18, 2013 |
Zep Inc. [Designation of Subordinated Security] Exhibit 4.4 REGISTERED PRINCIPAL AMOUNT No.: $ CUSIP No.: Zep Inc. [Designation of Subordinated Security] Zep Inc., a Delaware corporation (hereinafter called the “Corporation,” which term shall include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, upon presentation, the principal sum of DOLLARS on , a |
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| January 18, 2013 |
Zep Inc. [Designation of Senior Security] Exhibit 4.3 REGISTERED PRINCIPAL AMOUNT No.: $ CUSIP No.: Zep Inc. [Designation of Senior Security] Zep Inc., a Delaware corporation (hereinafter called the “Corporation,” which term shall include any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, upon presentation, the principal sum of DOLLARS on , and to |
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| January 18, 2013 |
Exhibit 12.1 Zep Inc. Ratio of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends (In thousands, except ratios) Three Months Ended Fiscal Year Ended August 31, 11/30/2012 2012 2011 2010 2009 2008 Income before Provision for Income Taxes $ 5,525 $ 33,836 $ 26,695 $ 21,711 $ 15,184 $ 25,991 Additions: Fixed charges 1,706 7,087 7,398 3,108 2,447 4,038 To |
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| January 14, 2013 |
Other Events, Submission of Matters to a Vote of Security Holders - 8-K 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): January 14, 2013 (January 8, 2013) Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organi |
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| January 7, 2013 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended November 30, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea |
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| January 7, 2013 |
Zep Inc. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per-share data) Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Solid First Quarter Results and Completes Strategic Acquisition Compared to the first quarter of last year, · Revenue grew 2.9% to $158.0 million · EPS of $0.16 included $0.04 related to integration and acquisition expenses · EBITDA of $10.4 million included $1.2 million of integ |
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| January 7, 2013 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended November 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| January 7, 2013 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended November 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “R |
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| January 7, 2013 |
Exhibit 99.2 Zep First Quarter Fiscal 2013 Earnings Conference Call January 7, 2013 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer © 2013 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation Refo |
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| January 7, 2013 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended November 30, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl |
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| January 7, 2013 |
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): January 7, 2013 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission File |
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| January 7, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number |
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| December 5, 2012 |
Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Completes Acquisition of Ecolab’s Vehicle Care Division Creates an Industry Leader in the $1 Billion Vehicle Care Portion of the Transportation Market Business Generated Sales of $66 million and Adjusted EBITDA of $13 million in the 12 months ended June 30, 2012 Acquisition is expected t |
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| December 5, 2012 |
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): December 1, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 16, 2012 |
Zep Inc. Announces Early Termination of the Hart-Scott-Rodino Waiting Period Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Announces Early Termination of the Hart-Scott-Rodino Waiting Period ATLANTA, November 15, 2012 (BUSINESS WIRE) — Zep Inc. (NYSE: ZEP) today announced it has received notice from the Federal Trade Commission granting early termination of the waiting period under the Hart-Scott-Rodino Anti |
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| November 16, 2012 |
Use these links to rapidly review the document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 16, 2012 |
Financial Statements and Exhibits, Other Events - 8-K 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): November 15, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission Fi |
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| November 16, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| November 8, 2012 |
I, John K. Morgan, certify that: EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this annual report on Form 10-K of Zep Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period cove |
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| November 8, 2012 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Zep Inc. (the “Corporation”) for the year ended August 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), |
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| November 8, 2012 |
Exhibit 12 Zep Inc. Ratio of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends (In thousands, except ratios) Fiscal Year Ended August 31, 2012 2011 2010 2009 2008 Income before Provision for Income Taxes $ 33,836 $ 26,695 $ 21,711 $ 15,184 $ 25,991 Additions: Fixed charges 7,087 7,398 3,108 2,447 4,038 Total Earnings $ 40,923 $ 34,093 $ 24,819 $ 17,6 |
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| November 8, 2012 |
Exhibit 10(iii)A(55) ZEP INC. AMENDED AND RESTATED NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN Effective as of October 2, 2012 1. Purpose. This Zep Inc. Nonemployee Director Deferred Compensation Plan is intended to increase the alignment of the interests of Eligible Directors with the interests of the stockholders of Zep Inc. by increasing their incentive to contribute to the success of the C |
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| November 8, 2012 |
I, Mark R. Bachmann, certify that: EXHIBIT 31(b) I, Mark R. Bachmann, certify that: 1. I have reviewed this annual report on Form 10-K of Zep Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period co |
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| November 8, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 a2211675z10-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . |
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| November 8, 2012 |
Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints John K. |
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| November 8, 2012 |
Exhibit 21 Zep Inc. LIST OF SUBSIDIARIES Subsidiary or Affiliate State or Other Jurisdiction of Incorporation or Organization Zep IP Holdings LLC Georgia Old ABI, LLC Delaware Acuity Specialty Products, Inc. Georgia -Amrep, Inc. Delaware -Amrep IP Holdings, LLC Delaware -Acuity Holdings, Inc Canada -Zep Europe B.V. Netherlands -Zep Belgium S.A. Belgium -Zep Italia S.r.l Italy -Zep Industries B.V. |
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| November 8, 2012 |
Exhibit 32(a) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Annual Report on Form 10-K of Zep Inc. (the “Corporation”) for the year ended August 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), |
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| October 17, 2012 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT DATED OCTOBER 16, 2012 BY AND AMONG ECOLAB INC., ZEP VEHICLE CARE INC., a Georgia corporation, ACUITY HOLDINGS, INC. a Quebec Corporation, ZEP INDUSTRIES B.V. a Netherlands private limited liability company, ZEP IP HOLDING LLC, a Georgia limited liability company, AND ZEP INC., a Delaware corporation, Solely for purposes of Section 11.14 TABLE OF CONTENTS ARTI |
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| October 17, 2012 |
AMENDMENT NO. 1 Dated as of October 10, 2012 CREDIT AGREEMENT Dated as of July 15, 2010 EXHIBIT 10.2 AMENDMENT NO. 1 Dated as of October 10, 2012 to CREDIT AGREEMENT Dated as of July 15, 2010 THIS AMENDMENT NO. 1 (this “Amendment”) is made as of October 10, 2012 by and among Zep Inc. (the “Company”), Acuity Specialty Products, Inc. (together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administra |
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| October 17, 2012 |
Exhibit 99.1 Zep Inc. to Acquire Ecolab Vehicle Care Division October 17, 2012 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer Safe Harbor This presentation and our commentary contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Specifically, forward-lookin |
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| October 17, 2012 |
Zep Inc. to Acquire Vehicle Care Division of Ecolab Company to Hold Conference Call Today Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. to Acquire Vehicle Care Division of Ecolab Company to Hold Conference Call Today · Combination Creates an Industry Leading Vehicle Care Platform · Creates Compelling Shareholder Value — Accretive Transaction in Fiscal 2013 · Establishes New Platform to Capitalize on Attractive $1 Billion |
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| October 17, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): October 17, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission Fil |
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| October 17, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K 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): October 16, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of incorporation) (Commission File Number) |
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| October 17, 2012 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K 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): October 17, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission Fil |
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| October 11, 2012 |
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): October 11, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 001-33633 26-0783366 (State or other jurisdiction of Company or organization) (Commission Fil |
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| October 11, 2012 |
Zep Inc. Reports Solid Fourth Quarter, Record Results for Fiscal Year 2012 Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Solid Fourth Quarter, Record Results for Fiscal Year 2012 · Results Driven by Significant Advancements in Diversification Strategy · Fourth Quarter EPS of $0.33, up 83% Over Prior Year · Fourth Quarter EBITDA of $15.6 million, up 46% Over Prior Year · Full Year Results Deliver Re |
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| October 11, 2012 |
Exhibit 99.2 Fourth Quarter and Fiscal Year 2012 Earnings Conference Call October 11, 2012 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer Agenda .Fourth Quarter 2012 Highlights and Overview .Fiscal 2012 Highlights and Overview .Detailed Financial Performance .Questions and Answers 2 © 2012 Zep Inc. -All rights re |
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| October 3, 2012 |
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): October 3, 2012 Zep Inc. (Exact name of registrant as specified in its charter) Delaware 01-33633 26-0783366 (State or other jurisdiction of incorporation or organization) (Commission |
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| July 10, 2012 |
Zep Inc. Reports Record Financial Results for the Third Quarter Exhibit 99.1 News Release Zep Inc. 1310 Seaboard Industrial Blvd., NW Atlanta, GA 30318 www.zepinc.com Zep Inc. Reports Record Financial Results for the Third Quarter · Record revenue of $176.6 million up 5.2% over prior year · Record reported EPS of $0.39, up 39% over prior year · Record EBITDA of $18.7 million up, 23% over prior year · Organic sales driven by 23% increase in Retail and 5% growth |
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| July 10, 2012 |
EXHIBIT 31(a) I, John K. Morgan, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Zep Inc. for the quarter ended May 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading |
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| July 10, 2012 |
Exhibit 32(b) CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and in connection with the Quarterly Report on Form 10-Q of Zep Inc. (the “Corporation”) for the quarter ended May 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report |
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| July 10, 2012 |
Exhibit 99.2 Zep Third Quarter Fiscal 2012 Earnings Conference Call July 10, 2012 John K. Morgan Chairman, President and Chief Executive Officer Mark R. Bachmann Executive Vice President and Chief Financial Officer Agenda Third Quarter Overview Detailed Financial Performance Questions and Answers 2 © 2012 Zep Inc. - All rights reserved. Safe Harbor This presentation and our commentary contain forw |
