8-K

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

May 6, 2009
Date of Report (Date of earliest event reported)

FLOW INTERNATIONAL CORPORATION

(Exact name of Registrant as specified in its charter)

Washington	0-12448	91-1104842
(State or other	(Commission	(I.R.S. Employer
jurisdiction of	File	Identification
incorporation)	Number)	Number)

23500 — 64th Avenue South, Kent, Washington 98032
(Address of principal executive offices) (Zip Code)

(253) 850-3500
(Registrant’s telephone number, including area code)

N/A
(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:

þ 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))

TABLE OF CONTENTS

EX-99.1

EX-99.2

EX-99.3

ITEM 1.02. Termination of a Material Definitive Agreement.

Termination of Second Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”)

On May 8, 2009, Charles M. Brown, the President and Chief Executive Officer of Flow International Corporation (“Flow” or the “Company”), sent a letter to the President of OMAX Corporation (“OMAX”), announcing the Company’s decision to terminate the Merger Agreement among the Company, Orange Acquisition Corporation, OMAX and the other parties referenced in the Merger Agreement. The Merger Agreement set forth the terms and conditions of a proposed merger between the Company and OMAX and has been described in Form 8-Ks filed by the Company on September 11, 2008 and March 12, 2009.

After a thorough review of the Company’s financing alternatives, and discussions with OMAX about modifying the terms of the transaction, the Company decided to terminate the merger with OMAX because, among other things, an acquisition of OMAX would be excessively dilutive to the Company’s shareholders. The Company also issued a press release regarding the termination of the Merger Agreement, a copy of which is attached to this report as Exhibit 99.3.

As a consequence of terminating the Merger Agreement and as described in Section 9.3 of the Merger Agreement, the Company will deliver to OMAX, on August 16, 2009, a promissory note in the principal amount of $4 million. In addition, because of the termination of the Merger Agreement and pursuant to the terms of a Settlement Agreement Including Cross-Licensing Agreement between the Company and OMAX, the terms of which were described in a Form 8-K filed by the Company on March 12, 2009, the Company will pay OMAX, on August 16, 2009, an additional $21 million, to be paid by the release of $15 million from escrow (as set forth in the Merger Agreement), and a promissory note in the principal amount of $6 million. Each of the two promissory notes will bear interest at 2% annually payable at maturity, with accumulated interest and principal payable in August 2013.

ITEM 2.02. Results of Operations and Financial Condition.

As referenced below, on May 6, 2009, Flow issued a press release reporting the expected range of consolidated revenues for its fourth quarter ended April 30, 2009. A copy of the release is attached as Exhibit 99.1.

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 11, 2009 the Board of Directors of Flow appointed interim Chief Financial Officer Allen M. Hsieh as Vice President and Chief Financial Officer. Mr. Hsieh was appointed interim Chief Financial Officer on December 4, 2008. The Company also issued a press release regarding the appointment of Mr. Hsieh, a copy of which is attached to this report as Exhibit 99.2.

Mr. Hsieh, age 49, served from 2003 to 2007 at Infospace, Inc., a publicly traded provider of online and mobile media products and services, first as Chief Accounting Officer and VP Financial Operations, then as Chief Financial Officer. Prior to working at Infospace, Inc., he served from 2000 to 2003 as Vice President, Finance at Terabeam Corporation, a provider of broadband wireless technology equipment and services. He was at PricewaterhouseCoopers LLP from 1985 to 2000, where he was a partner beginning in 1998. Mr. Hsieh has a B.A. in Business Administration.

Mr. Hsieh’s offer letter provides that he will receive, among other things:

• An annual base salary of $245,000;

• An annual performance-based bonus set at a target of 45% of base salary (but not more than 90% of base salary); and

• The ability to participate in the Company’s annual equity-based incentive plan for senior executives and acquire an annual grant of stock options and shares of restricted stock having an aggregate target value equal to $100,000.

The offer letter also provides for other benefits, such as a monthly financial planning allowance, vacation accrual, and eligibility to participate in life insurance, health insurance, and similar benefit plans of the Company.

ITEM 7.01. Regulation FD Disclosure.

On May 6, 2009, Flow issued a press release announcing:

• A commitment from its lenders to provide a new $40 million, two-year revolving senior secured credit facility; and

• A preliminary financial update for its fiscal 2009 fourth quarter ended April 30, 2009.

On May 12, 2009, Flow issued two press releases. The first announced the appointment of Allen M. Hsieh as Flow’s Chief Financial Officer. The second announced the following:

• Termination of the Second Amended and Restated Agreement and Plan of Merger with OMAX Corporation; and

• The establishment of a significant network of new distributors.

Flow plans to hold a conference call to discuss these announcements on Tuesday, May 12 at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time). The conference call may be heard by dialing 1-877-941-7133 or 1-480-629-9818. A 48-hour replay will be available following the call by dialing 1-800-406-7325 or 1-303-590-3030; the replay passcode is 4072981. A live audio

Webcast of the conference call may be found in the investor section at www.flowcorp.com. A Webcast replay of the call will also be available for two weeks.

ITEM 9.01. Exhibits.

(d) Exhibits

Item No.	Description
99.1	Press Release of Flow dated May 6, 2009
99.2	Press Release of Flow dated May 12, 2009
99.3	Press Release of Flow dated May 12, 2009

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.

	FLOW INTERNATIONAL CORPORATION
Date: May 12, 2009	By:	/s/ John S. Leness John S. Leness
		General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:
Flow Investor Relations
Geoffrey Buscher
253-813-3286
investors@flowcorp.com

FLOW INTERNATIONAL RECEIVES SENIOR CREDIT COMMITMENT

Provides Preliminary Financial Update

Kent, WA — May 6, 2009 – Flow International Corporation (NASDAQ: FLOW), the world’s leading developer and manufacturer of industrial waterjet machines for cutting and cleaning applications, today announced that it has a commitment from its lenders to provide a new $40 million, two year revolving senior secured credit facility. The terms of the facility include revised covenants giving the Company greater flexibility during the economic slowdown. The Company expects to complete the agreements and close the facility in the next few weeks.

Flow also provided a preliminary financial update for its fiscal 2009 fourth quarter ended April 30, 2009. The Company expects to report consolidated revenues between $42 million and $44 million, a decline of approximately 12% sequentially from the fiscal 2009 third quarter. The prior quarter’s sequential decline was 20%. Even with the revenue decline, the Company reduced the balance on its senior credit facility by $2 million, from an outstanding balance in March 2009 of $15 million to $13 million, and expects to be in compliance with the revised financial covenants under the terms of the commitment.

“We appreciate our lenders’ continued support, granting approval of the terms we have been anticipating,” said Charley Brown, Flow’s President and Chief Executive Officer. “The global economic crisis creates a challenging environment and, as previously announced, we have been responding with aggressive cost-cutting measures. Many of these initiatives began to take effect late in the fourth quarter. We continue to believe that we will be a stronger company when the current economic storm has passed.”

Conference Call

Flow plans to hold a conference call to discuss this announcement on Tuesday, May 12 at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time). The conference call may be heard by dialing 1-877-941-7133 or 1-480-629-9818. A 48-hour replay will be available following the call by dialing 1-800-406-7325 or 1-303-590-3030; the replay passcode is 4072981. A live audio Webcast of the conference call may be found in the investor section at www.flowcorp.com. A Webcast replay of the call will also be available for two weeks.

About Flow International

Flow International Corporation is the world’s leading developer and manufacturer of ultrahigh-pressure waterjet technology for cutting and cleaning. Flow provides state-of-the-art ultrahigh-pressure (UHP) technology to numerous industries including automotive, aerospace, job shop, surface preparation, food and dozens more. For more information, visit www.flowcorp.com.

INNOVATION | EXPERTISE | COMMITMENT

PRESS RELEASE

This press release contains forward-looking statements relating to future events or future financial performance that involve risks and uncertainties. The words “believe,” “expect,” “intend,” “anticipate,” variations of such words, and similar expressions identify forward-looking statements but their absence does not mean that the statement is not forward-looking. These statements are only predictions and actual results could differ materially from those anticipated in these statements based on a number of risk factors, including those set forth in the April 30, 2008 Flow International Corporation Form 10-K Report, filed with the Securities and Exchange Commission. Forward- looking statements in this press release include, without limitation, statements regarding the anticipated closing of the credit facility, compliance with covenants and the Company’s future strength. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.

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INNOVATION | EXPERTISE | COMMITMENT

EX-99.2

Exhibit 99.2

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:
Flow Investor Relations
Geoffrey Buscher
253-813-3286
investors@flowcorp.com

FLOW INTERNATIONAL APPOINTS ALLEN HSIEH VICE PRESIDENT & CHIEF FINANCIAL OFFICER

Kent, WA — May 12, 2009 – Flow International Corporation (NASDAQ: FLOW), the world’s leading developer and manufacturer of industrial waterjet machines for cutting and cleaning applications, today announced the appointment of Allen Hsieh as Vice President and Chief Financial Officer. Hsieh will oversee all of FLOW’s financial functions from the company’s headquarters in Kent, Washington and report directly to Charley Brown, Flow’s President and CEO. Hsieh joined FLOW on December 4, 2008 when he was appointed interim CFO.

“Allen has proven himself to be a very effective addition to our executive team, and we welcome his experience and leadership,” Charley Brown said. “Allen will play a strategic role as we continue to position the company for growth and return value to our shareholders.”

From 2003 to 2007, Hsieh was with InfoSpace, Inc., a publicly traded provider of online and mobile media products and services, most recently as Chief Financial Officer. From 2000 to 2003, Hsieh was Vice President, Finance at Terabeam Corporation, a provider of broadband wireless technology equipment and services. He was with PricewaterhouseCoopers LLP from 1985 to 2000, where he was a partner beginning in 1998. Mr. Hsieh has a B.A. in Business Administration from the University of Washington.

About Flow International

Flow International Corporation is the world’s leading developer and manufacturer of ultrahigh-pressure waterjet technology for cutting and cleaning. Flow provides state-of-the-art ultrahigh-pressure (UHP) technology to numerous industries including automotive, aerospace, job shop, surface preparation, food and dozens more. For more information, visit www.flowcorp.com.

This press release contains forward-looking statements relating to future events or future financial performance that involve risks and uncertainties. The words “believe,” “expect,” “intend,” “anticipate,” variations of such words, and similar expressions identify forward-looking statements but their absence does not mean that the statement is not forward-looking. These statements are only predictions and actual results could differ materially from those anticipated in these statements based on a number of risk factors, including those set forth in the April 30, 2008 Flow International Corporation Form 10-K Report, filed with the Securities and Exchange Commission. Forward- looking statements in this press release include, without limitation, statements regarding Mr. Hsieh’s future role with the Company. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.

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INNOVATION | EXPERTISE | COMMITMENT

EX-99.3

Exhibit 99.3

PRESS RELEASE

FOR IMMEDIATE RELEASE
Contact:
Flow Investor Relations	Flow Media Relations
Geoffrey Buscher	Lisa Brandli
253-813-3286	425-653-1237
investors@flowcorp.com	lbrandli@flowcorp.com

FLOW INTERNATIONAL CORPORATION ANNOUNCES IT WILL NOT ACQUIRE OMAX CORPORATION AND THAT IT
HAS ADDED NEW DISTRIBUTORS

Kent, WA – May 11, 2008 – Flow International Corporation (NASDAQ: FLOW), the world’s leading developer and manufacturer of industrial waterjet machines for cutting and cleaning applications, announced today that it would not exercise its option to acquire OMAX Corporation.

Charley Brown, President and CEO of Flow said, “After a thorough review of our financing alternatives, and discussions with OMAX Corporation about modifying the terms of the transaction, we have decided that acquiring OMAX would be excessively dilutive to Flow shareholders.”

Flow and OMAX agreed on March 10, 2009 to amend the terms of their merger agreement changing Flow’s opportunity to acquire OMAX from an obligation to an option exercisable by Flow, and agreeing to a release of merger related litigation if the acquisition did not close. Flow anticipates charges consistent with its previous disclosures in connection with its decision not to complete the transaction.

Flow separately announced today that it recently established a significant network of new distributors, building the foundation of a new channel of distribution to complement its industry-leading direct sales channel. “Consistent with our strategy to increase our reach and enhance the availability of waterjets across all market segments, we are building an additional distribution channel globally, initially signing on eight leading distributors in North America alone. These distributors will have access to the full range of Flow’s standard products, and we look forward to the increased market penetration they will provide,” said Jeff Hohman, Executive Vice President of Flow.

Conference Call

As previously announced, Flow plans to hold a conference call to discuss this announcement on Tuesday, May 12 at 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time). The conference call may be heard by dialing 1-877-941-7133 or 1-480-629-9818. A 48-hour replay will be available following the call by dialing 1-800-406-7325 or 1-303-590-3030; the replay passcode is 4072981. A live audio Webcast of the conference call may be found in the investor section at www.flowcorp.com. A Webcast replay of the call will also be available for two weeks.

INNOVATION | EXPERTISE | COMMITMENT

PRESS RELEASE

About Flow International

Flow International Corporation is the world’s leading developer and manufacturer of ultrahigh-pressure waterjet technology for cutting and cleaning. Flow provides state-of-the-art ultrahigh-pressure (UHP) technology to numerous industries including automotive, aerospace, job shop, surface preparation, food and dozens more. For more information, visit www.flowcorp.com.

This press release contains forward-looking statements relating to future events or future financial performance that involve risks and uncertainties. The words “believe,” “expect,” “intend,” “anticipate,” variations of such words, and similar expressions identify forward-looking statements but their absence does not mean that the statement is not forward-looking. These statements are only predictions and actual results could differ materially from those anticipated in these statements based on a number of risk factors, including those set forth in the April 30, 2008 Flow International Corporation Form 10-K Report, filed with the Securities and Exchange Commission. Forward- looking statements in this press release include, without limitation, statements regarding increased market penetration. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this announcement.

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INNOVATION | EXPERTISE | COMMITMENT