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): August 24, 2012
PMFG, INC.
(Exact Name Of Registrant As Specified In Charter)
| Delaware | 001-34156 | 51-0661574 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 357-6181
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 5.02 Departure of Certain Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 24, 2012, the Company issued a press release announcing that Warren R. Hayslip, the Company’s Executive Vice President and Chief Operating Officer, informed PMFG, Inc. (the “Company”) on August 20, 2012 that he intended to resign from his position with the Company. His resignation will be effective as of August 31, 2012.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by PMFG, Inc. dated August 24, 2012. | |
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.
| PMFG, INC. | ||
| By: | /s/ Melissa G. Beare | |
| Melissa G. Beare Vice President, General Counsel and Corporate Secretary | ||
Date: August 24, 2012
Exhibit 99.1
PMFG, Inc. (Parent of Peerless Mfg. Co.) Announces Resignation of Warren R. Hayslip as Executive Vice President & Chief Operating Officer
DALLAS, August 24, 2012 (GlobeNewswire via COMTEX)
PMFG, Inc. (the “Company”) (Nasdaq: PMFG) today announced the resignation of Mr. Warren Hayslip, as the Company’s Executive Vice President and Chief Operating Officer, effective as of August 31, 2012. Mr. Hayslip has accepted a new position with a manufacturing organization in Tennessee.
Peter J. Burlage, Chief Executive Officer, stated, “We wish Warren the best in his new endeavours and appreciate the contributions he has made to Peerless over the last few years. Warren has played a significant role in the build out of the Company’s international infrastructure, growth initiatives, and development of a global leadership team. At the present time, the Company does not intend on replacing the role of Chief Operating Officer.”
About PMFG
We are a leading provider of custom engineered systems and products designed to help ensure that the delivery of energy is safe, efficient and clean. We primarily serve the markets for power generation, natural gas infrastructure and petrochemical processing. Headquartered in Dallas, Texas, we market our systems and products worldwide.
The PMFG, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5676
Safe Harbor Under The Private Securities Litigation Reform Act of 1995
Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results to be materially different from those expressed or implied by such forward-looking statements. The words “anticipate,” “preliminary,” “expect,” “believe,” “intend” and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results to differ materially from the anticipated results expressed in these forward-looking statements. The risks and uncertainties that may affect the Company’s results include the growth rate of the Company’s revenue and market share; the receipt of new, and the termination of existing, contracts; the Company’s ability to effectively manage its business functions while growing its business in a rapidly changing environment; the Company’s ability to achieve financial and nonfinancial covenants and requirements of our debt agreements; the Company’s access to additional capital; the Company’s ability to adapt and expand its services in such an environment; the quality of the Company’s plans and strategies; and the Company’s ability to execute such plans and strategies. Other important information regarding factors that may affect the Company’s future performance is included in the public reports that the Company files with the Securities and Exchange Commission, including the information under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended July 2, 2011. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of other events, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
This news release was distributed by GlobeNewswire, www.globenewswire.com
SOURCE: PMFG, Inc.
CONTACT: PMFG, Inc.
Mr. Peter J. Burlage, Chief Executive Officer
Ronald L. McCrummen, Chief Financial Officer
(214) 357-6181
Fax: (214) 351-4172
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
or
Cameron Associates
Kevin McGrath
(212) 245-4577
Kevin@cameronassoc.com