COMMERCIAL METALS Co false 0000022444 0000022444 2020-08-13 2020-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 13, 2020

Commercial Metals Company

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-4304 |  | 75-0725338
(Commission File Number) |  | (IRS Employer Identification No.)

6565 N. MacArthur Blvd. Irving, Texas |  | 75039
(Address of Principal Executive Offices) |  | (Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock |  | CMC |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 | Regulation FD Disclosure.

On August 13, 2020, Commercial Metals Company (the “Company”) issued a press release announcing the Company’s intent to build its third micro mill in Mesa, Arizona. The press release is attached to this report as Exhibit 99.1.

In addition, on August 13, 2020, the Company made available on its website the investor presentation attached to this report as Exhibit 99.2.

The information in this report and the accompanying exhibits(s) is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this report and the accompanying exhibit(s) will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report and the accompanying exhibit(s) is not intended to, and does not, constitute a determination of admission by the Company that the information in this report and the accompanying exhibit(s) is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Item 9.01 | Financial Statements and Exhibits.

(d) | Exhibits

99.1 |  | Press Release Announcing New Micro Mill
99.2 |  | Investor Presentation
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  | COMMERCIAL METALS COMPANY
Date: August 13, 2020 |  |  |  |  |  |
|  |  |  | By: |  | /s/ Paul J. Lawrence
|  |  |  | Name: |  | Paul J. Lawrence
|  |  |  | Title: |  | Vice President and Chief Financial Officer