0001193125-12-375635.txt : 20120830 0001193125-12-375635.hdr.sgml : 20120830 20120830160419 ACCESSION NUMBER: 0001193125-12-375635 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120830 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120830 DATE AS OF CHANGE: 20120830 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: 121065779 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 d404328d8k.htm 8-K 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) 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)

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 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.

 

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: August 30, 2012

   
 

By:

  /s/ Michael F. Biehl
   

Michael F. Biehl

Executive Vice President, Chief Financial

Officer and Treasurer

 

3


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1    Press release dated August 30, 2012, announcing completion of the AirSep acquisition.

 

4

EX-99.1 2 d404328dex991.htm EX-99.1 EX-99.1

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 Chart’s 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 Chart’s recent history and represents a significant step forward for our BioMedical Group, complementing our ongoing investments in the energy sector.”

An update to Chart’s 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 Chart’s plans, objectives, future revenues, 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 integrate AirSep’s 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 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 independent 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 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 company’s 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