-----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, Tto2ElgSvejbLxtnNqMS43KJdrR3Elv7b3gRudv6UCy9pb3S3cichlRFkiav5JVy IGpQ1Z5f3a4SfJo5DnDhBg== 0001193125-09-186593.txt : 20090903 0001193125-09-186593.hdr.sgml : 20090903 20090903091134 ACCESSION NUMBER: 0001193125-09-186593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090903 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090903 DATE AS OF CHANGE: 20090903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 091052316 BUSINESS ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125-5370 BUSINESS PHONE: 4407531490 MAIL ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125-5370 8-K 1 d8k.htm CURRENT REPORT Current Report

 

 

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 3, 2009

 

 

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-11442   34-1712937

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio   44125
(Address of principal executive offices)   (Zip Code)

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

(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 7.01 Regulation FD Disclosure.

On September 3, 2009, Chart Industries, Inc. (the “Company”) announced that its wholly-owned subsidiary, CAIRE Inc., has entered into a definitive agreement with Covidien to acquire Covidien’s oxygen therapy products, including the design, manufacturing, and sales and service functions worldwide. Pursuant to Regulation FD, a copy of the announcement is furnished with this Current Report on Form 8-K as Exhibit 99.1. All information in the announcement and this report on Form 8-K is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporated it by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1   Oxygen Therapy Business Acquisition Announcement

 

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.
Date: September 3, 2009    
  By:  

/s/ Michael F. Biehl

    Michael F. Biehl
   

Executive Vice President and

Chief Financial Officer

 

3


EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1   Oxygen Therapy Business Acquisition Announcement

 

4

EX-99.1 2 dex991.htm OXYGEN THERAPY BUSINESS ACQUISITION ANNOUNCEMENT Oxygen Therapy Business Acquisition Announcement

Exhibit 99.1

Chart’s CAIRE to Acquire Covidien’s Oxygen Therapy Business

Cleveland, Ohio – September 3, 2009 – Chart Industries, Inc. (NASDAQ: GTLS) announced that its wholly-owned subsidiary, CAIRE Inc., which operates under its BioMedical segment, has entered into a definitive agreement with Covidien (NYSE: COV) to acquire their oxygen therapy products, including the design, manufacturing, and sales and service functions worldwide. The acquisition includes products sold under the leading CompanionTM and HELiOSTM brands. Financial terms of the transaction were not disclosed.

“We are very excited to acquire the CompanionTM and HELiOSTM liquid oxygen therapy brands, which are well respected in the market,” said Sam Thomas, Chairman, CEO and President of Chart Industries. “This transaction will allow us to strategically expand our oxygen therapy product offering while leveraging our existing operating footprint and substantially increasing BioMedical’s sales by over 50% to an expected annual run rate of approximately $150 million.” Mr. Thomas further stated, “We expect to complete the integration of these operations, including a cost structure that is more in line with our oxygen therapy business, towards the end of 2010.”

Completion of the transaction is subject to customary closing conditions, with closing expected by the end of 2009. This acquisition is expected to be slightly accretive to Chart’s 2010 earnings, excluding non-recurring integration costs.

CAIRE is a leading respiratory care products provider for the home health care market, manufacturing a full line of liquid oxygen reservoirs and liquid oxygen portables sold under the LiberatorTM and SpiritTM brands.

Certain statements made in this news release are or imply forward-looking statements, such as statements concerning Chart’s plans, objectives, future orders, revenue, costs, performance, business trends, and other information that is not historical in nature. These statements are made based on management’s expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ materially. These factors and uncertainties include Chart’s ability to successfully acquire and integrate the Covidien oxygen therapy business, the satisfaction of customary conditions to closing the transaction, cyclicality of product markets, a delay or reduction in customer purchases, competition, the negative impacts of the recent global economic and financial crisis, changes in government healthcare regulations and reimbursement policies, and economic, political, business and market risks associated with global operations. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Chart’s filings with the U.S. Securities and Exchange Commission, including Item 1A – Risk Factors, of Chart’s most recent Annual Report on Form 10-K.

Chart is a leading global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The majority of Chart’s products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, the largest portion of which are energy-related. Chart has domestic operations located in seven states and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom. For more information, visit: http://www.chart-ind.com.

Please contact:

Jim Hoppel

Vice President, Corporate Development

and Treasurer

Chart Industries, Inc.

216-626-1216

james.hoppel@chart-ind.com

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