8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 17, 2005

Chart Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-11442	34-1712937
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, OH	44125
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (440) 753-1490

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))

Item 1.01 Entry Into a Material Definitive Agreement

On August 17, 2005, Chart Industries, Inc. (the “Company”), entered into an amendment (the “Amendment”) to that certain Warrant Agreement (the “Warrant Agreement”), dated September 15, 2003, between the Company and National City Bank, as Warrant Agent. The Amendment was entered into for the benefit of the holders of warrants issued pursuant to the Warrant Agreement (the “Warrants”) in connection with the Agreement and Plan of Merger by and among the Company, certain stockholders of the Company, First Reserve Fund X, L.P., a Delaware limited partnership, and CI Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (the “Merger Agreement”) and the transactions contemplated thereby, as described in the Company’s Current Report on Form 8-K previously filed with the Securities and Exchange Commission on August 8, 2005. The Amendment provides that, notwithstanding the termination of the Warrants upon the effectiveness of the Merger (as defined in the Merger Agreement), but subject to the provisions of the Warrant Agreement and the Merger Agreement, each Warrant will entitle the holder of the Warrant (without any need to exercise such Warrant), from and after the effectiveness of the Merger, to the rights provided to the holder of that Warrant in Section 2.06 of the Merger Agreement. A copy of the Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification of Rights of Security Holders.

The disclosure under Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In connection with the Merger Agreement and the Amendment described in Item 1.01 above, and pursuant to the provisions of the Warrant Agreement, on August 18, 2005, the Company commenced mailing of a notice to the holders of the Warrants. A copy of the notice is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The notice furnished with this Current Report on Form 8-K is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No	Description
4.1	Amendment, dated as of August 17, 2005, to the Warrant Agreement, dated September 15, 2003, between Chart Industries, Inc. and National City Bank, as Warrant Agent.
99.1	Notice to Warrant Holders, dated August 18, 2005.

2

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.

CHART INDUSTRIES, INC.
By:	/s/ Michael F. Biehl
	Michael F. Biehl
	Chief Financial Officer and Treasurer

Date: August 19, 2005

3

EXHIBIT INDEX

Exhibit No	Description
4.1	Amendment, dated as of August 17, 2005, to the Warrant Agreement, dated September 15, 2003, between Chart Industries, Inc. and National City Bank, as Warrant Agent.
99.1	Notice to Warrant Holders, dated August 18, 2005.

EX-4.1

Exhibit 4.1

AMENDMENT TO

WARRANT AGREEMENT

This Amendment to Warrant Agreement (the “Amendment”) is entered into as of August 17, 2005 by and between Chart Industries, Inc., a Delaware corporation (the “Company”), and National City Bank, a national banking association (in its capacity as warrant agent, the “Warrant Agent”).

WHEREAS, the Company has entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of August 2, 2005, by and among the Company, certain stockholders of the Company (the “Principal Stockholders”), First Reserve Fund X, L.P. (“Buyer”) and CI Acquisition, Inc., a wholly owned subsidiary of Buyer (“CI Acquisition”), pursuant to which shares of common stock of the Company owned by the Principal Stockholders are to be sold to CI Acquisition and CI Acquisition will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Buyer (collectively, the “Transaction”);

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of September 15, 2003 (the “Warrant Agreement”); and

WHEREAS, the Company desires to amend the Warrant Agreement for the benefit of the Holders of Warrants in connection with the execution and delivery of the Merger Agreement and the anticipated consummation of the Transaction.

NOW, THEREFORE, in accordance with the procedures for amendment of the Warrant Agreement set forth in Section 20(d) thereof, and in consideration of the foregoing and the premises and mutual agreements herein set forth, the parties hereby agree as follows:

1. Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant Agreement.

2. Section 7(a) of the Warrant Agreement is hereby amended and restated in its entirety to read as follows:

“The Warrants shall expire upon the earlier to occur of (i) 5:00 p.m., Eastern Time on September 15, 2010 or (ii) the time of consummation of a transaction constituting a Termination Event (as described in Section 14(c)) (the “Expiration Time”). At the Expiration Time, the Warrants will become void and of no value; provided that, notwithstanding anything in this Agreement to the contrary (including anything in Section 14(c)(ii) to the contrary) but subject to the other provisions of this Agreement and the terms and conditions of that certain Agreement and Plan of Merger, dated as of August 2, 2005, by and among the Company, certain stockholders of the Company, First Reserve Fund X, L.P. and CI Acquisition, Inc. (the “Merger Agreement”), each Warrant will

entitle the Holder thereof, from and after the effectiveness of the Merger (as defined in the Merger Agreement, which shall continue to constitute a Termination Event for purposes of this Agreement), to the rights provided to the Holder of such Warrant in Section 2.06 of the Merger Agreement.”

3. Except as specifically set forth herein, the Warrant Agreement shall remain in full force and effect.

4. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

5. This Amendment may be executed in two or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

* * * * *

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to Warrant Agreement to be executed and delivered as of the day and year first above written.

CHART INDUSTRIES, INC
By:	/s/ Michael F. Biehl
Name:	Michael F. Biehl
Title:	Chief Financial Officer and Treasurer
NATIONAL CITY BANK,
as Warrant Agent
By:	/s/ Sharon R. Boughter
Name:	Sharon R. Boughter
Title:	Assistant Vice President

3

EX-99.1

Exhibit 99.1

CHART INDUSTRIES, INC.

NOTICE TO WARRANT HOLDERS

August 18, 2005

Ladies and Gentlemen:

You have been identified as a registered or beneficial holder of warrants (the “Warrants”) issued pursuant to the Warrant Agreement, dated as of September 15, 2003 (as amended) (the “Warrant Agreement”), by and between Chart Industries, Inc., a Delaware corporation (the “Company”), and National City Bank (in its capacity as warrant agent, the “Warrant Agent”).

On August 2, 2005, the Company, certain stockholders of the Company (the “Principal Stockholders”), First Reserve Fund X, L.P., a Delaware limited partnership (“Buyer”), and CI Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“CI Acquisition”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for the sale of the shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), owned by the Principal Stockholders to CI Acquisition (the “Stock Purchase”) and for the merger (the “Merger”) of CI Acquisition with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Buyer (collectively, the “Transaction”), in each case on the terms and subject to the conditions set forth in the Merger Agreement. The Transaction is expected to be consummated in October 2005, assuming satisfaction of customary closing conditions. Because the number of shares of Common Stock to be purchased by CI Acquisition in the Stock Purchase is expected to exceed 90% of the number of shares Common Stock outstanding at the time of the Stock Purchase, it is not anticipated that any consent, vote or meeting of holders of Common Stock will be sought for the Merger. The Transaction constitutes a “Sale of the Company” and a “Termination Event” for purposes of the Warrant Agreement. Accordingly, this notice is being provided to holders of the Warrants pursuant to Section 14(c)(ii) and Section 16 of the Warrant Agreement.

Upon consummation of the Transaction, each outstanding Warrant will become void in accordance with the terms of the Warrant Agreement; however, the Company and the Warrant Agent have amended the Warrant Agreement for the benefit of the holders of Warrants such that each holder of a Warrant as of immediately prior to the consummation of the Transaction will be entitled to receive the cash payment described below. HOLDERS OF WARRANTS DO NOT NEED TO EXERCISE ANY OF THEIR WARRANTS TO RECEIVE THIS CASH PAYMENT.

At the effective time of the Merger (the “Effective Time”), each share of Common Stock outstanding (other than treasury stock, shares held by Buyer or CI Acquisition, and shares with respect to which appraisal rights have been exercised under Delaware law) will be converted into the right to receive, in cash, without interest, a per share purchase price (the “Merger Consideration”) of $65.74 per share, minus the result (rounded to the nearest cent) of (i) the expenses of the Company related to the Transaction divided by (ii) the number of fully-diluted

shares of Common Stock outstanding immediately before closing (assuming the full exercise of all Company stock options and warrants), or the per share purchase price paid in the Stock Purchase, if greater. The expenses of the Company related to the Transaction are expected to result in a reduction to the per share cash purchase price of at least $0.90 per share, but more likely to result in a reduction of $1.00 to $1.50 per share.

At the Effective Time, each outstanding Warrant will be cancelled. Thereafter, no holder of a Warrant will have any rights in respect thereof, other than the right to receive, upon surrender of the Warrant in accordance with the Merger Agreement, an amount in cash equal to the product of (i) the number of shares of Common Stock issuable upon the exercise of the surrendered Warrant as of immediately prior to the Effective Time, multiplied by (ii) the excess of the Merger Consideration over the exercise price per share of Common Stock under the surrendered Warrant (the “Warrant Consideration”). The exercise price per share of Common Stock under each outstanding Warrant is presently $32.97.

After the Effective Time, Buyer will send, or cause an exchange agent to send, to holders of Warrants at the Effective Time a letter of transmittal and related instructions for use in surrendering certificates previously representing Warrants in exchange for the Warrant Consideration. AGAIN, HOLDERS OF WARRANTS DO NOT NEED TO EXERCISE ANY OF THEIR WARRANTS IN ORDER TO RECEIVE THE WARRANT CONSIDERATION. After the Effective Time, there will be no further registration of transfers of Warrants outstanding immediately before the Effective Time.

This notice shall not be deemed to be an assurance that the Transaction will be completed, and no assurance with respect to the ultimate amount of the expenses of the Company related to the Transaction shall be deemed to be made hereby. This notice is neither an offer to purchase nor a solicitation of an offer to sell any Company securities nor a solicitation of a proxy or any form of approval or consent from any holder of Company securities. The Transaction is not expected to involve a meeting or consent of the Company’s stockholders, nor will the Transaction involve a tender offer in any form.

A copy of the Merger Agreement is available upon request by contacting Michael F. Biehl, Chief Financial Officer of the Company, at One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio 44125, telephone: (440) 753-1490. In addition, a summary of the Transaction is set forth in, and a copy of the Merger Agreement is attached as an exhibit to, the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2005. For further information regarding the Company, please read the Company reports filed with the Securities and Exchange Commission and available at www.sec.gov.

The Warrant Agent is National City Bank, Corporate Trust Administration, P.O. Box 94915, Cleveland, Ohio 44101, facsimile: (216) 222-2649, Attention: Sharon R. Boughter.

* * * * *