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~~ 26March 7, 2018

General Cable Corporation

(Exact name of registrant as specified in its charter)

Delaware (State of incorporation)	001-12983 (Commission File Number)	06-1398235 (IRS Employer Identification No.)
Delaware		001-12983	06-1398235
4 Tesseneer Drive Highland Heights, Kentucky 41076-9753(Address of principal executive offices, including zip code)
(State of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
(859) 572-8000 (Registrant’s telephone number, including area code)

4 Tesseneer Drive

Highland Heights, Kentucky 41076-9753

(Address of principal executive offices, including zip code)

(859) 572-8000

(Registrant’s telephone number, including area code)

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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~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 ☐ o

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 28.~~02 Results~~01 ofOther ~~Operations and Financial Condition~~Events.

OnAs ~~February~~previously 26disclosed, ~~2018~~on December 3, 2017, General Cable Corporation, ~~issued~~a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), among the Company, Prysmian S.p.A., a ~~press~~company ~~release~~organized ~~announcing~~under ~~its~~the ~~financial~~laws ~~results~~of the Republic of Italy (“Parent”), and Alisea Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing for the ~~fourth~~merger ~~quarter~~of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of ~~2017~~Parent. AOn ~~copy~~February 16, 2018, the Company held a special meeting of its common stockholders to vote on proposals identified in the ~~press~~Company’s definitive ~~release~~proxy isstatement ~~furnished~~filed aswith ~~Exhibit~~the Securities and Exchange Commission on January 9916, 2018.1 The proposal to adopt the Merger Agreement received the affirmative vote of approximately 75.34% of the holders of the shares of common stock entitled to vote on this ~~current~~proposal, ~~report~~representing ~~and~~approximately is99% ~~incorporated~~of ~~herein~~the bytotal ~~reference~~votes cast.

~~General~~The ~~Cable~~annual ~~makes~~meeting ~~reference~~of tostockholders ~~non-GAAP~~for ~~financial~~the fiscal ~~measures~~year inending December 31, 2017 (the ~~press~~“2018 ~~release.~~Annual ~~Reconciliations~~Meeting”) ofwould ~~non-GAAP~~otherwise ~~financial~~be ~~measures~~held ~~contained~~on inor ~~the~~about ~~press~~May 18, ~~release~~2018. toHowever, because Parent and the ~~comparable~~Company ~~GAAP~~expect ~~financial~~the ~~measures~~Merger ~~are~~to ~~contained~~be incompleted by the ~~press~~third ~~release~~quarter orof in2018, ~~General~~the Company ~~Cable’s~~does ~~Fourth~~not ~~Quarter~~currently ~~2017~~expect ~~Investor~~to ~~Presentation~~hold ~~available~~the on2018 ~~General~~Annual ~~Cable’s~~Meeting ~~website.~~if ~~Attached~~the asMerger ~~Exhibit~~is 99completed.2 ~~and~~If ~~incorporated~~the ~~herein~~Merger byis ~~reference~~not ~~are~~completed, ~~certain~~a ~~slides~~postponed ~~which~~2018 ~~are~~Annual ~~included~~Meeting inwould ~~General~~be ~~Cable’s~~held ~~Fourth~~(and ~~Quarter~~the ~~2017~~meeting ~~Investor~~date, ~~Presentation~~record and ~~which~~related ~~contain~~dates ~~such~~for ~~reconciliation~~stockholders ~~information~~and proxy access proposals announced) later in 2018.

~~The~~Consummation ~~information~~of ~~furnished~~the onMerger ~~this~~is ~~Form 8-K,~~subject ~~including~~to the ~~exhibits~~satisfaction ~~attached~~or waiver of specified closing conditions, ~~shall~~including, ~~not~~without belimitation, ~~deemed~~the ~~“filed”~~expiration ~~for~~or ~~purposes~~termination of ~~Section 18~~the ofapplicable waiting period under the ~~Securities~~Hart-Scott-Rodino ~~Exchange~~Antitrust Improvements Act of ~~1934~~1976 or(the ~~otherwise~~“HSR ~~subject~~Act”), and a thirty-day period beginning on the date the Company provides written notice to the ~~liabilities~~United States Department of ~~that~~Justice ~~section,~~(“DOJ”) ~~nor~~of ~~shall~~the itMerger bein ~~deemed~~accordance ~~incorporated~~with bythe ~~reference~~Non-Prosecution ~~into~~Agreement, ~~any~~dated ~~filing~~as ~~under~~of December 22, 2016, between the ~~Securities~~Company ~~Act~~and ofthe ~~1933~~DOJ (the “DOJ Agreement”), ~~regardless~~will ofhave ~~any~~expired ~~general~~and ~~incorporation~~the ~~language~~DOJ Agreement will remain in ~~such~~full ~~filing~~force and effect.

~~Item~~The ~~9.01~~applicable ~~Financial~~waiting ~~Statements~~period ~~and~~under ~~Exhibits~~the HSR Act expired at 11:59 p.m. on March 7, 2018.

~~(d)~~The ~~Exhibits~~Company provided written notice to the DOJ of the Merger in accordance with the DOJ Agreement on December 19, 2017.

Exhibit No.		Description
99.1		Press Release dated February 26, 2018
99.2		Certain slides contained in General Cable’s Fourth Quarter 2017 Investor Presentation

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.

	~~GENERAL CABLE CORPORATION~~		GENERAL CABLE CORPORATION
February 26, 2018	By:	/s/ EMERSON C. MOSER
March 9, 2018			By:	/s/ EMERSON C. MOSER
		~~Emerson C. Moser~~		Emerson C. Moser
		~~Senior Vice President, General Counsel and Corporate Secretary~~		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated February 26, 2018
99.2		Certain slides contained in General Cable’s Fourth Quarter 2017 Investor Presentation

Filing Compare · GENERAL CABLE CORP /DE/