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) August 30, 2012
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-11442 | 34-1712937 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio | 44125 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants 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 August 30, 2012, Chart Industries, Inc. (the Company) announced that it has completed the acquisition of AirSep Corporation (AirSep). 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 | Press release dated August 30, 2012, announcing completion of the AirSep acquisition. |
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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.
Chart Industries, Inc. | ||||
Date: August 30, 2012 |
||||
By: |
/s/ Michael F. Biehl | |||
Michael F. Biehl Executive Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press release dated August 30, 2012, announcing completion of the AirSep acquisition. |
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Exhibit 99.1
Chart Industries completes AirSep Corporation acquisition
CLEVELAND, August 30, 2012 (GLOBE NEWSWIRE) Chart Industries, Inc. (Nasdaq: GTLS), announced today that it has completed its previously reported acquisition of AirSep Corporation (AirSep). The finalization of the transaction follows early termination of the Hart-Scott-Rodino (HSR) waiting period and the satisfaction of other closing conditions.
Steve Shaw, President of Charts BioMedical Group, commented, We are pleased that the closing process is now complete and we can officially welcome the AirSep team to Chart. It is very exciting to bring together a more complete set of products and services that meet our customers needs.
Sam Thomas, Chairman, CEO and President of Chart Industries, noted, This acquisition is the largest in Charts recent history and represents a significant step forward for our BioMedical Group, complementing our ongoing investments in the energy sector.
An update to Charts full year earnings guidance, including AirSep, will be provided with the next quarterly earnings announcement.
Certain statements made in this news release are or imply forward-looking statements, such as statements concerning Charts plans, objectives, future revenues, business trends, and other information that is not historical in nature. These statements are made based on managements expectations concerning future events and are subject to factors and uncertainties that could cause actual results to differ materially. These factors and uncertainties include Charts ability to successfully integrate AirSeps business and achieve anticipated revenue, earnings and accretion; the cyclicality of the markets that Chart serves and the vulnerability of those markets to economic downturns; a delay or reduction in customer purchases; competition; and loss of key employees. For a discussion of these and additional factors that could cause actual results to differ from forward-looking statements, see Charts filings with the U.S. Securities and Exchange Commission, including Item 1A - Risk Factors, of Charts most recent Annual Report on Form 10-K .
Chart is a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases. The majority of Charts 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 across the United States and an international presence in Asia, Australia and Europe. For more information on Chart visit: http://www.chartindustries.com.
AirSep Corporation is a premier manufacturer of PSA oxygen generating systems for medical and industrial applications. The companys two divisions meet a wide variety of respiratory and commercial needs in more than 100 countries. For more information on AirSep visit: http://www.airsep.com.
For more information, click here: http://ir.chartindustries.com/, or
CONTACT:
Michael F. Biehl, Executive Vice President, Chief Financial Officer and Treasurer
216-626-1216
Michael.Biehl@chartindustries.com
Ken Webster, Vice President, Chief Accounting Officer and Controller
216-626-1216
Ken.Webster@chartindustries.com