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 1, 2006
-----------------------------
The Lamson & Sessions Co.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 1-313 34-0349210
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
25701 Science Park Drive, Cleveland, Ohio 44122-7313
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (216) 464-3400
--------------
--------------------------------------------------------------------------------
(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))
ITEM 7.01. REGULATION FD DISCLOSURE.
On January 31, 2006, Dow Jones Newswire issued a press release based on
an interview with John B. Schulze, Chairman of the Board and Chief Executive
Officer of The Lamson & Sessions Co. (the "Company"), and James J. Abel,
Executive Vice President, Secretary, Treasurer and Chief Financial Officer of
the Company, regarding the Company's fourth quarter and full year 2005 earnings
estimates, as well as the Company's estimated earnings for part of 2006. A copy
of such press release is included as Exhibit 99.1 hereto and incorporated herein
by reference.
The Company believes that certain statements in this report and the
attached press release constitute forward-looking statements that involve risks
and uncertainties within the meaning of the Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from those expected as a
result of a variety of factors, such as: (i) the volatility of resin pricing,
(ii) the ability of the Company to pass through raw material cost increases to
its customers, (iii) the continued availability of raw materials and consistent
electrical power supplies; (iv) maintaining a stable level of housing starts,
telecommunications infrastructure spending, consumer confidence and general
construction trends and (v) any adverse change in the country's general economic
condition affecting the markets for the Company's products. Because
forward-looking statements are based on a number of beliefs, estimates and
assumptions by management that could ultimately prove to be inaccurate, there is
no assurance that any forward-looking statement will prove to be accurate.
This Form 8-K and the attached Exhibit are furnished to, but not filed
with, the Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
--------
Number Exhibit
------ -------
99.1 Press release, dated January 31, 2006
2
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.
THE LAMSON & SESSIONS CO.
By: /s/ James J. Abel
----------------------------
Name: James J. Abel
Title: Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
Dated: February 1, 2006
3
INDEX TO EXHIBITS
NUMBER EXHIBIT
------ -------
99.1 Press release, dated January 31, 2006
4