-----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, Fel/Qb+k0ZvhO571Rf5egF9PeABCFVZ2gYWSyVS2FJbTbjHOTXJQQz//A/WICPF8 MOGpa2tfytjzsqqC+Os66w== 0001193125-06-020540.txt : 20060206 0001193125-06-020540.hdr.sgml : 20060206 20060206140914 ACCESSION NUMBER: 0001193125-06-020540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060203 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060206 DATE AS OF CHANGE: 20060206 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: 06580908 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): February 3, 2006

 

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 February 3, 2006, CIRCOR International, Inc. (the “Company”) issued a press release regarding its acquisition of Sagebrush Pipeline Equipment Company (“Sagebrush”), located in Tulsa, Oklahoma, for approximately $12 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.


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: February 6, 2005       CIRCOR INTERNATIONAL, INC.
        By:   /S/    KENNETH W. SMITH        
               

Kenneth W. Smith

Senior Vice President, Chief Financial Officer and Treasurer


Exhibit
No.


  

Description


99.1    Press release dated February 3, 2006
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

 

PRESS RELEASE

 

FOR IMMEDIATE RELEASE

 

Contact:    Kenneth W. Smith
     Chief Financial Officer
     CIRCOR International, Inc.
     (781) 270-1200

 

CIRCOR Acquires Sagebrush Pipeline Equipment Company

 

Burlington, MA, February 3, 2006

 


 

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 Sagebrush Pipeline Equipment Company [“Sagebrush”] for approximately $12 million in cash and assumption of debt. Sagebrush, based in Tulsa, Oklahoma, provides pipeline flow control and measurement equipment to the North American oil and gas markets and will operate within CIRCOR’s Energy Products segment headquartered in Oklahoma City, Oklahoma.

 

In 2005, Sagebrush had annual revenues of approximately $25 million. Sagebrush specializes in the design, fabrication, installation and service of pipeline flow control and measurement equipment such as launchers/receivers, valve settings, liquid metering skids, manifolds and gas and liquid measurement meter runs. Sagebrush sells both directly to the end-user pipeline companies in North America and through engineering, procurement and construction companies.

 

CIRCOR’s Chairman and Chief Executive Officer, David A. Bloss, Sr. stated, “Sagebrush offers our CIRCOR Energy Products segment a unique entry into the US pipeline flow control and measurement market and enhances our engineered product mix.” Bloss further stated that the company expects this acquisition to be accretive to CIRCOR’s diluted earnings per share in 2006.

 

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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