-----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, HEGyXQh3xAR21GUS3WBKvZq3TAIFesqw05PRsfgnk1tg1EjXxos6bctBSfZ7FPD0 b3tnw/cc8WV3pWKQo9msyw== 0000716314-04-000018.txt : 20041004 0000716314-04-000018.hdr.sgml : 20041004 20041004165139 ACCESSION NUMBER: 0000716314-04-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAHAM CORP CENTRAL INDEX KEY: 0000716314 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 161194720 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08462 FILM NUMBER: 041063081 BUSINESS ADDRESS: STREET 1: 20 FLORENCE AVE STREET 2: POST OFFICE BOX 719 CITY: BATAVIA STATE: NY ZIP: 14020 BUSINESS PHONE: 5853432216 MAIL ADDRESS: STREET 1: 20 FLORENCE AVENUE STREET 2: POST OFFICE BOX 719 CITY: BATAVIA STATE: NY ZIP: 14021-0719 8-K 1 fm8ka105.txt 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): September 30, 2004 GRAHAM CORPORATION (exact name of registrant as specified in Charter) Delaware 1-8462 16-1194720 - -------- ------ ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 20 Florence Avenue, Batavia, New York 14020 ------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (585) 343-2216 -------------- 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 (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)) 2 Item 1.01. Entry into a Material Definitive Agreement ------------------------------------------ On September 30, 2004, Graham Corporation entered into an agreement with Toshiba International Corporation settling litigation brought by Graham against Toshiba International in April 2004 alleging breach of contract. Pursuant to this settlement Graham Corporation has accepted payment of $1,900,000 in cancellation charges. Graham has agreed to dismiss its claim and Toshiba has agreed to dismiss its counterclaim filed in June 2004. Item 8.01. Other Events ------------ On October 4, 2004, Graham Corporation issued a press release announcing the settlement with Toshiba International Corporation. A copy is attached hereto as Exhibit 99.1 attached hereto. Item 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits Exhibit Number Description of Exhibits -------------- ----------------------- 10 Letter Agreement between Graham Corporation and Toshiba International, Inc. dated September 30, 2004 99.1 Press Release dated October 4, 2004 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 thereunto duly authorized. GRAHAM CORPORATION (Registrant) Date: October 4, 2004 By /s/ J. Ronald Hansen ____________________ J. Ronald Hansen Vice President - Finance & Administration and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description of Exhibits -------------- ----------------------- 10 Letter Agreement between Graham Corporation and Toshiba International, Inc. dated September 30, 2004 99.1 Press Release dated October 4, 2004 EX-10 3 ex10fm8ka105.txt EXHIBIT 10 - LETTER AGREEMENT September 30, 2004 William R. Sampson Shook, Hardy & Bacon LLP 2555 Grand Blvd. Kansas City, Missouri 64108 Re: Graham Corporation v. Toshiba International Corporation, Case No. C 04-01507 Dear Bill: This letter will confirm our clients' agreement to settle the above-referenced litigation on the following terms. Graham Corporation ("Graham") will accept a total payment of $1,900,000 in full and final satisfaction of the cancellation charges under the Moapa contract, and will dismiss its complaint with prejudice. No later than October 15, 2004, Toshiba International Corporation ("Toshiba") will wire $183,256, the balance necessary to bring the cancellation payments to $1,900,000, to an account to be designated by Graham; Graham will make available to Toshiba the Moapa project materials which consist of the tubesheets and tube support plates as well as some minor miscellaneous parts, in Batavia, New York. Toshiba will have the right to inspect the materials and, if Toshiba chooses to take them, will do so at no additional cost; however, packaging and shipping will be at Toshiba's expense. If this agreement is acceptable, please have Mr. Kasagi sign below. This agreement will be memorialized by a mutual settlement agreement and release to be agreed upon by the parties and dismissal of the parties' complaint and cross-complaint with prejudice. Thank you for your assistance in helping wrap up this matter. Please let me know if you would like to draft the more complete settlement agreement and release, or would like us to do so. Very truly yours, /s/ Jeffrey R. Williams ----------------------- Jeffrey R. Williams IT IS SO AGREED. Date: 9/30/04 /s/ Hiroshi Kasagi ------- ------------------ Hiroshi Kasagi on Behalf of Toshiba International Corporation Date: 9/30/04 /s/ Alvaro Cadena ------- ----------------- Alvaro Cadena on Behalf of Graham Corporation EX-99 4 ex99-1fm8ka105.txt EXHIBIT 99-1 - PRESS RELEASE October 4, 2004 Businesswire 1185 Avenue of the Americas, 3rd Floor New York, NY 10036 FROM: William A. Smith, Jr. ACCOUNT: Graham Corporation Smith Law Office, P.C. 20 Florence Avenue 7 State Street Batavia, NY 14020 Pittsford, NY 14534 ATT: Carole M. Anderson Please distribute the following press release on your National wire. Please send us by fax (585-343-1177) copies of Dow Jones, Reuters, and any other wire service reports of this release when you receive them. QUOTE FOR GRAHAM CORPORATION Company Contact: J. Ronald Hansen Batavia, New York 14020 - Phone (585) 343-2216 PRESS RELEASE FOR IMMEDIATE RELEASE: October 4, 2004 GRAHAM CORPORATION ANNOUNCES SETTLEMENT OF CONTRACT DISPUTE ----------------------------------------------------------- Batavia, N.Y. (October 4, 2004) -- Graham Corporation (GHM:ASE) announced today that it had reached settlement with a customer in litigation brought by Graham against the customer in April 2004 alleging breach of contract. Pursuant to this settlement Graham Corporation has accepted payment of $1,900,000 in cancellation charges on the contract. Graham has agreed to dismiss its claim and the customer has agreed to dismiss its counterclaim filed in June 2004. The settlement is expected to have a positive impact on results for the second quarter of Graham's fiscal year, which ended September 30. However, the Company continues to expect that second quarter operating results will reflect the consequences of a period of low bookings last year. Graham designs and builds vacuum and heat transfer equipment for process industries throughout the world. It is a worldwide leader in vacuum technology. The principal markets for Graham's equipment are the chemical, petrochemical, petroleum refining and electric power generating industries, including cogeneration and geothermal plants. Other markets served include metal refining, pulp and paper, shipbuilding, water heating, refrigeration, desalination, food processing, drugs, heating, ventilating and air conditioning. Graham's ejectors, liquid ring and dry vacuum pumps, condensers, heat exchangers and other products, sold either as components or as complete systems, are used by its customers to produce synthetic fibers, chemicals, petroleum products (including gasoline), electric power, processed food 2 (including canned, frozen and dairy products), pharmaceutical products, paper, steel, fertilizers and numerous other products used everyday by people throughout the world. This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to certain risks, uncertainties and assumptions. These risks and uncertainties, which are more fully described in Graham's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include changes in market conditions in the industries in which the Company operates. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. UNQUOTE -----END PRIVACY-ENHANCED MESSAGE-----