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

January 31, 2006

(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 1.01.  Entry Into A Material Definitive Agreement.

On January 31, 2006, Flow International Corporation (the “Company”) entered into a Fourth Amendment to Registration Rights Agreement (the “Fourth Amendment”) with certain institutional investors. The Fourth Amendment relates to the terms of a Private Investment in Public Equity transaction (“PIPE Transaction”) that the Company closed on March 21, 2005 (the “Closing Date”). The PIPE Transaction involved the private placement with institutional investors of 17,473,115 units of securities, each unit of securities comprised of one share of common stock and a warrant to purchase one-tenth of a share of common stock, at a per-unit price of $3.72.

Under the terms of the PIPE Transaction, the Company was obligated to register the shares of common stock being sold, and the shares issuable upon exercise of the warrants, for resale on a registration statement to be filed within 60 days of the Closing Date. Furthermore the registration statement was to become effective within 180 days of the Closing Date (September 17, 2005) or the Company would incur certain penalties. By first, second and third amendments the terms of the PIPE were amended to provide that the registration statement must become effective within 316 days of the Closing Date (January 31, 2006). By this Fourth Amendment the terms of the PIPE Transaction were amended to provide that the registration statement must become effective within 354 days of the Closing Date (March 10, 2006) or certain penalties will be incurred. All other terms of the PIPE Transaction remain unchanged.

The foregoing is a summary of the terms of the Fourth Amendment and does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1.

ITEM 9.01.  Financial Statements and Exhibits.

(c) Exhibits

10.1	Form of Fourth Amendment to Registration Rights Agreement of Flow International Corporation, dated January 31, 2006
99.1	Press Release dated January 30, 2006

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: January 31, 2006	FLOW INTERNATIONAL CORPORATION
	By:	/s/ John S. Leness
		John S. Leness General Counsel and Secretary

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Agreement (the “Fourth Amendment”) is entered into between Flow International Corporation (the “Company”) and the undersigned as of January 31, 2006. It further amends the Registration Rights Agreement (the “Agreement”) made and entered into as of February 21, 2005, by and among the Company and the investors signatory thereto (each an “Investor” and collectively, the “Investors”) as amended as of September 13, 2005 (“First Amendment”), October 12, 2005 (“Second Amendment”) and December 31, 2005 (“Third Amendment”). Capitalized terms not specifically defined herein shall have the same meaning as in the Agreement. For good and adequate consideration, receipt of which is hereby acknowledged, the undersigned agree(s) as follows

1. The undersigned is an “Investor.” The Investor continues to hold the Registrable Securities acquired pursuant to the Purchase Agreement.

2. The First Amendment amended the term “Effectiveness Date” as used in the Agreement by substituting “210^th” for “180^th”, the Second Amendment amended the term “Effectiveness Date” by substituting “285^th” for “210^th” and the Third Amendment amended the term “Effectiveness Date” by substituting “316^th” for “285^th.” Pursuant to Section 6(f) of the Agreement, the Agreement as amended by the First, Second and Third Amendments is further amended to read as follows:

“Effectiveness Date” means (a) with respect to the initial Registration Statement required to be filed under Section 2(a), the earlier of: (a)(i) the 354^th calendar day following the Closing Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the initial Registration Statement will not be reviewed or is no longer subject to further review and comments, and (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(b), the earlier of (i) the 354^th calendar day following (x) if such Registration Statement is required because the Commission shall have notified the Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement, the date or time on which the Commission shall indicate as being the first date or time that such Registrable Securities may then be included in a Registration Statement, or (y) if such Registration Statement is required for a reason other than as described in (x) above, the date on which the Company first knows, or reasonably should have known, that such additional Registration Statement(s) is required, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration Statement will not be reviewed or is no longer subject to further review and comments.

3. Except as expressly provided for in this Fourth Amendment, the Agreement as amended by the First, Second and Third Amendments will remain unchanged and in full force and effect. The term “Agreement”, as used in the Agreement and all other instruments and agreements

executed thereunder, shall for all purposes refer to the Agreement as amended by the First, Second and Third Amendments and this Fourth Amendment.

4. This form of the Fourth Amendment is one of several identical forms of the Fourth Amendment, the others to be executed by other Investors. This Fourth Amendment and the other identical forms of Fourth Amendment shall become effective when executed forms of Fourth Amendments given by Holders of no less than a majority in interest of the outstanding Registrable Securities shall be delivered to the Company.

Flow International Corporation:

Its                                 

Name of Investor	Number of Registrable Securities Held (Equal to number of shares and warrants purchased under Purchase Agreement)
By:
Its

EX-99.1

Exhibit 99.1

Contact:	John Leness
	General Counsel 253-850-3500

FLOW INTERNATIONAL EXTENDS SHARE REGISTRATION

KENT, Wash., January 30, 2006 – Flow International Corporation (Nasdaq: FLOW), the world’s leading supplier of ultrahigh-pressure waterjet products, today announced that it has entered into a Fourth Amendment to Registration Rights Agreement with certain institutional investors, as it relates to the terms of a Private Investment in Public Equity transaction (“PIPE Transaction”) that the Company completed on March 21, 2005, raising net proceeds of slightly less than $60 million.

Under the terms of the PIPE Transaction, the Company was obligated to register the shares of common stock being sold, and the shares issuable upon exercise of the warrants, for resale on a registration statement to be filed within 60 days of the Closing Date, to become effective within 180 days of the Closing Date or the Company would incur certain penalties. Subsequent amendments to the terms established later dates for the registration statement to become effective. With this Fourth Amendment, the registration statement must become effective within 354 days of the Closing Date – by March 10, 2006 – or certain penalties will be incurred. All other terms of the PIPE Transaction remain unchanged.

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.