-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxKhiDxw06Yj4EmHFz0xIt9j+B9VE6sLRMYAz489KoOgTQfklcfAt5dGbzVfW+eO OO1eZeey+frH5j2l1hcMlQ== 0001193125-05-196974.txt : 20051005 0001193125-05-196974.hdr.sgml : 20051005 20051005164056 ACCESSION NUMBER: 0001193125-05-196974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051005 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051005 DATE AS OF CHANGE: 20051005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRCOR INTERNATIONAL INC CENTRAL INDEX KEY: 0001091883 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 043477276 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14962 FILM NUMBER: 051125278 BUSINESS ADDRESS: STREET 1: C/O CIRCOR INC STREET 2: 25 CORPORATE DR., SUITE 130 CITY: BURLINGTON STATE: MA ZIP: 01803-4238 BUSINESS PHONE: 7812701200 MAIL ADDRESS: STREET 1: C/O CIRCOR INC STREET 2: 25 CORPORATE DR., SUITE 130 CITY: BURLINGTON STATE: MA ZIP: 01803-4238 8-K 1 d8k.htm FORM 8-K Form 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 5, 2005

 

CIRCOR INTERNATIONAL, INC.

(Exact name of registrant as specified in charter)

 

DELAWARE   001-14962   04-3477276
(State or other jurisdiction of incorporation)   (Commission file number)  

(IRS employer

identification no.)

 

C/O CIRCOR, INC.

25 CORPORATE DRIVE, SUITE 130

BURLINGTON, MASSACHUSETTS 01803-4238

(Address of principal executive offices) (Zip Code)

 

(781) 270-1200

(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):

 

  ¨ 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 October 5, 2005, CIRCOR International, Inc. (the “Company”) issued a press release regarding its acquisition of Industria S.A., located in Le Plessis Trevise, France, for approximately $10 million. A copy of this press release is attached as Exhibit 99.1 hereto.

 

The information in this form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 ( the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.

 

Item 9.01 Financial Statements and Exhibits

 

99.1     Press release dated October 5, 2005

 

SIGNATURE

 

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

 

Date: October 5, 2005

CIRCOR INTERNATIONAL, INC.

 

By: /S/ Kenneth W. Smith

        Kenneth W. Smith

        Senior Vice President, Chief Financial Officer

        and Treasurer

 

2


Exhibit

No.


  

Description


99.1   

Press release dated October 5, 2005

 

3

EX-99.1 2 dex991.htm PRESS RELEASE Press release

EXHIBIT 99.1

 

PRESS RELEASE

 

Contact: Kenneth Smith

Chief Financial Officer

CIRCOR International, Inc.

(781) 270-1200

 

CIRCOR Acquires French Aerospace Component Company – Industria, S.A.

 

Burlington, MA, October 5, 2005

 


 

CIRCOR International, Inc. [NYSE:CIR] a leading provider of valves and other fluid control devices for the instrumentation, aerospace, thermal fluid and energy markets, today announced the acquisition of Industria, S.A. [“Industria”] for approximately $10 million in a cash for stock transaction. Industria, located in Le Plessis Trevise, France, near Paris, produces solenoid valves and components for commercial and military aerospace applications and will operate as part of CIRCOR’s Aerospace Products business unit.

 

With annual revenues of approximately $14 million, Industria is expected to contribute $0.02 to $0.03 to CIRCOR’s diluted earnings per share in 2006. CIRCOR’s Chairman and Chief Executive Officer, David A. Bloss, Sr. stated, “With the acquisition of Industria, we extend our reach into the European aerospace and military markets for flight-qualified hardware, and expand our global product offering with solenoid valves and related components. This acquisition also enables us to leverage our respective sales and engineering teams through cross-selling and joint new product development.”

 

CIRCOR International, Inc. is a leading provider of valves and fluid control products that allow customers around the world to use fluids safely and efficiently in the instrumentation, aerospace, thermal fluid and energy markets. CIRCOR’s executive headquarters are located at 25 Corporate Drive, Burlington, MA 01803.

 

This press release contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission (SEC). The words “may,” “hope,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify forward-looking statements. We believe that it is important to communicate our future expectations to our stockholders, and we, therefore, make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and our actual results, performance or achievements may differ materially from the expectations we describe in our forward-looking statements.

 

Factors that could cause or contribute to such differences include, but are not limited to, the cyclicality and highly competitive nature of some of our end markets, changes in the price of and demand for oil and gas in both domestic and international markets, variability of raw material and component pricing, fluctuations in foreign currency exchange rates, and our ability to continue operating our manufacturing facilities at efficient levels and to successfully implement our acquisition strategy. We advise you to read further about these and other risk factors set forth under the caption “Certain Risk Factors That May Affect Future Results” in our SEC filings. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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