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

December 2, 2005

(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 jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

23500 - 64th Avenue South, Kent, Washington 98032

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code:

(253) 850-3500

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:

¨ 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 8.01. Other Events

Flow International Corporation issued a press release announcing the filing of its Quarterly Report on Form 10-Q for the quarter ended July 31, 2005.

ITEM 9.01. Exhibits

(c) Exhibits

99.1 Press release dated December 2, 2005.

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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.

Date: December 6, 2005	FLOW INTERNATIONAL CORPORATION
	By:	/s/ John S. Leness
		John S. Leness
		General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Contact:	John Leness
	General Counsel
	253-850-3500

FLOW INTERNATIONAL ANNOUNCES FINAL FISCAL 2006 FIRST QUARTER RESULTS

KENT, Wash., December 2 , 2005 – Flow International Corporation (Nasdaq: FLOWE), the world’s leading supplier of ultrahigh-pressure waterjet products, yesterday reported results and filed the Form 10-Q for its fiscal 2006 first quarter ended July 31, 2005.

FLOW had previously announced preliminary first quarter financial results on September 15, 2005. Compared to the previously announced results, the Company has made adjustments to cost of sales, operating expenses and to items below the operating income line. The effect of these adjustments, compared to the previously announced preliminary results, is shown below. The adjustments did not impact previously announced sales or cash flows for the quarter.

• Operating income decreased by $508,000 to $1.9 million.

Net income decreased by $686,000 to $22,000 and earnings per basic and diluted earnings per share decreased from $0.02 to $0.00. This decrease was primarily the result of the recording of additional costs related to the disposition of Avure, contracts in progress, and compensation expense.

Final results for the fiscal 2006 first quarter ended July 31, 2005 are reported in the financial tables that follow.

With the filing of its Form 10-Q, the Company will again be in compliance with NASDAQ listing requirements.

About Flow International

Flow International Corporation is the world’s leading developer and manufacturer of ultrahigh-pressure waterjet cutting technology to industries including automotive, aerospace, job shop, surface preparation, and more. For more information, visit www.flowcorp.com.

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Flow International Corporation

Consolidated Statement of Operations

(Unaudited)

Dollars in thousands, except per share data

	Three months ended July 31,
	2005			2004			% Change
Sales	$	49,729		$	48,982		2	%
Cost of sales		29,106			31,087		-6	%
Gross margin		20,623			17,895		15	%
Operating expenses:
Marketing		8,545			7,309		17	%
Research and engineering		2,691			2,604		3	%
General and administrative		7,366			5,728		29	%
Restructuring		98			—		NM
Financial Consulting		—			623		-100	%
Operating expenses		18,700			16,264		15	%
Operating income		1,923			1,631		18	%
Interest expense, net		(798	)		(3,095	)	-74	%
Other expense, net		(226	)		(170	)	-33	%
Income (loss) before taxes		899			(1,634	)	NM
Income tax provision		(877	)		(706	)	-24	%
Net Income (loss)	$	22		$	(2,340	)	NM
Earnings (loss) per share:
Basic	$	0.00		$	(0.15	)	NM
Diluted	$	0.00			(0.15	)	NM
Weighted average shares outstanding (000):
Basic		34,299			15,686
Diluted		36,012			15,686

NM = not meaningful

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Flow International Corporation

Statement of Operations

Operations Breakdown

(Unaudited)

Dollars in thousands, except per share data

	Three Months ended July 31, 2005							Three Months ended July 31, 2004
	Flow Waterjet Systems		Avure Technologies			Consolidated		Flow Waterjet Systems		Avure Technologies		Consolidated
Sales	$	41,986	$	7,743		$	49,729	$	38,299	$	10,683	$	48,982
Cost of sales		24,252		4,854			29,106		24,326		6,761		31,087
Gross margin		17,734		2,889			20,623		13,973		3,922		17,895
Operating expenses		15,568		3,132			18,700		12,940		3,324		16,264
Operating income (loss)		2,166		(243	)		1,923		1,033		598		1,631

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Flow International Corporation

Supplemental Data

(Unaudited)

Dollars in thousands

	Three months ended July 31,
	2005		2004		% Change
Divisional revenue breakdown:
Flow Waterjet Systems:
Systems	$	28,721	$	25,900	11	%
Consumable parts and services		13,265		12,399	7	%
Total		41,986		38,299	10	%
Avure Technologies
Fresher Under Pressure		2,337		3,868	-40	%
General Press		5,406		6,815	-21	%
Total		7,743		10,683	-28	%
	$	49,729	$	48,982	2	%
Geographic revenue breakdown:
United States	$	28,954	$	26,979	7	%
Rest of Americas		4,181		4,895	-15	%
Europe		10,826		10,757	1	%
Asia		5,768		6,351	-9	%
	$	49,729	$	48,982	2	%
Depreciation and amortization expense	$	1,165	$	1,322	-12	%
Capital spending	$	519	$	329	58	%

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Flow International Corporation

Condensed Balance Sheet Data

(Unaudited)

Dollars in thousands

	July 31, 2005		April 30, 2005		% Change
Cash, including restricted cash	$	17,746	$	13,445	32	%
Receivables, net		28,047		38,325	-27	%
Inventories		26,034		24,218	7	%
Total current assets		80,366		84,666	-5	%
Total assets		112,512		118,467	-5	%
Total debt	$	17,617	$	19,147	-8	%
Total liabilities		82,156		87,356	-6	%
Total shareholders’ equity		28,178		28,710	-2	%

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