As filed with the Securities and Exchange Commission on April 9, 2002
Registration Statement No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CIRCOR INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3477276
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) --------------- Identification Number)
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
David A. Bloss, Sr., Chairman, President and
Chief Executive Officer
c/o Circor, Inc.
35 Corporate Drive, Suite 290
Burlington, Massachusetts 01803-4244
(781) 270-1200
(Name, address, including zip code, and telephone number, including area code
of agent for service)
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Copy to:
David F. Dietz, P.C.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. __
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. X
---
If this Form is used to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. __
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. __
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. __
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Shares Being Registered be Registered(2) Per Share(3) Offering Price(3) Registration Fee
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Common Stock, par value $.01 per share(1) 1,000,000 $ 20.255 $ 20,255,000 $ 1,864.00
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(1) This registration statement also relates to the rights to purchase shares
of series A junior participating cumulative preferred stock of the
registrant which are attached to all shares of common stock issued pursuant
to the terms of the registrant's Shareholder Rights Agreement dated
September 16, 1999. Until the occurrence of certain prescribed events, the
rights are not exercisable, are evidenced by the certificates for the
common stock and will be transferred with and only with such common stock.
Because no separate consideration is paid for the rights, the registration
fee therefor is included in the fee for the common stock.
(2) Plus such indeterminable number of additional shares as may be acquired in
the event of a stock dividend, reverse stock split, split-up,
recapitalization or other similar event.
(3) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(c) of the Securities Act of 1933, as amended, based on the
average of the high and low sales prices for CIRCOR International, Inc.'s
common stock on April 4, 2002 as reported on the New York Stock Exchange.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
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+ +
+ The information in this prospectus is not complete and may be changed. +
+ These securities may not be sold until the registration statement filed +
+ with the Securities and Exchange Commission is effective. This prospectus +
+ is not an offer to sell these securities and it is not soliciting an offer+
+ to buy these securities in any state where the offer or sale is not +
+ permitted. +
+ +
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Subject to Completion. Dated April 9, 2002.
PROSPECTUS
1,000,000 Shares of Common Stock
Circor International, Inc.
____________
This prospectus relates to the offer and sale by the selling stockholders
identified in this prospectus, and any of their pledgees, donees, transferees or
other successors in interest, of up to an aggregate of 1,000,000 shares of
common stock of CIRCOR International, Inc. We will not receive any of the
proceeds from the sale of the shares of common stock offered by this prospectus.
We are bearing the expenses of registration of the shares under federal and
state securities laws.
Our common stock is listed on the New York Stock Exchange under the symbol
"CIR."
Investing in our common stock involves risks. See "Risk Factors" beginning
on page 3 for certain factors you should consider before you invest in our
common stock.
____________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL FOR ANY PERSON TO TELL
YOU OTHERWISE.
____________
The date of this prospectus is April __, 2002
PROSPECTUS SUMMARY
This summary only highlights the more detailed information appearing
elsewhere in this prospectus or incorporated by reference in this prospectus. It
may not contain all of the information that is important to you. You should read
this entire prospectus carefully before deciding whether to invest in our common
stock.
Unless the context otherwise requires, all references to "we," "us," "our
company" or "CIRCOR" in this prospectus refer collectively to CIRCOR
International, Inc., a Delaware corporation, and its subsidiaries, and include
our historical activities as part of the former industrial, oil and gas products
lines of Watts Industries, Inc., or Watts, for the applicable periods,
considered as a single enterprise.
-------------------------
CIRCOR International, Inc.
. CIRCOR designs, manufactures and distributes a broad array of valves
and related products and services to a variety of end-markets for use
in a wide range of applications to optimize the efficiency and/or
ensure the safety of fluid-control systems. Our two major product
groups are instrumentation and thermal fluid controls products and
petrochemical products. The instrumentation and thermal fluid controls
products group designs, manufactures and distributes valves and
controls for diverse end-uses including hydraulic, pneumatic, cryogenic
and steam applications. The petrochemical products group designs,
manufactures and distributes valves, closures and strainers for use in
oil, gas and chemical processing and industrial applications.
. We were established by our former parent, Watts, to continue to operate
the former industrial, oil and gas business of Watts. On October 18,
1999, Watts distributed all of our outstanding common stock to Watts
stockholders of record as of October 6, 1999 in a tax-free spin-off.
. CIRCOR is a Delaware corporation. Our common stock is listed on the New
York Stock Exchange under the symbol "CIR." Our principal executive
offices are located at 35 Corporate Drive, Suite 290, Burlington,
Massachusetts 01803, and our telephone number is (781) 270-1200. Our
Internet site address is www.circor.com. The information on our website
does not constitute a part of this prospectus.
The Offering
This prospectus relates to up to an aggregate of 1,000,000 shares of our
common stock that may be offered for sale from time to time by the selling
stockholders identified in this prospectus. The shares of common stock were
distributed to the selling stockholders in connection with our spin-off from
Watts.
Registration of the sale of these shares does not necessarily mean that all
or any portion of the shares will be offered for sale by the selling
stockholders. We will not receive any proceeds from the sale of any shares
offered by this prospectus, but we are bearing the expenses of registration of
the shares under federal and state securities laws.
2
RISK FACTORS
An investment in our common stock involves a high degree of risk. Before
you invest in our common stock, you should be aware of various risks, including
those described below. You should carefully consider these risk factors,
together with all of the other information included or incorporated by reference
in this prospectus, before you decide whether to purchase our common stock. This
section includes or refer to certain forward-looking statements. You should
refer to the explanation of the qualifications and limitations on such
forward-looking statements discussed on page 7.
If any of the following risks occur, our business, financial condition and
results of operations could be materially harmed. In such an event, the trading
price of our common stock could decline, and you may lose all or part of your
investment.
Some of our end-markets are cyclical, which may cause us to experience
fluctuations in revenues or operating results.
We have experienced and expect to continue to experience fluctuations in
revenues and operating results due to economic and business cycles. We sell our
products principally to oil, gas, petrochemical, process, power, aerospace,
military, heating, ventilation and air conditioning, or HVAC, maritime,
pharmaceutical, medical and instrumentation markets. Although we serve a variety
of markets to avoid a dependency on any one, a significant downturn in any one
of these markets could cause a material reduction in our revenues which could be
difficult to replace.
In particular, our petrochemical business is cyclical in nature as the
worldwide demand for oil and gas fluctuates. When worldwide demand for oil and
gas is depressed, the demand for our products used in maintenance and repair of
existing oil and gas applications, as well as exploration or new oil and gas
project applications, is reduced. As a result, we historically have generated
lower revenues and profits in periods of declining demand for petrochemical
products. Therefore, results of operations for any particular period are not
necessarily indicative of the results of operations for any future period.
Future downturns in demand for petrochemical products could have a material
adverse effect on our business, financial condition or results of operations.
Similarly, although not to the same extent as the oil and gas markets, the
aerospace, military and maritime markets have historically experienced cyclical
fluctuations in demand which also could have a material adverse effect on our
business, financial condition or results of operations.
We face the continuing impact on economic and financial conditions in the United
States and around the world as a result of the September 11th terrorist attacks
and related matters.
The terrorist attacks have negatively impacted general economic, market and
political conditions. In particular, the terrorist attacks, compounded with the
slowing national economy, have resulted in reduced revenues in the aerospace
markets. Additional terrorist acts or acts of war (wherever located around the
world) may cause damage or disruption to our business, our facilities, our joint
partners or our employees which could significantly impact our business,
financial condition or results of operations. The potential for future terrorist
attacks, the national and international responses to terrorist attacks, and
other acts of war or hostility have created many economic and political
uncertainties, which could adversely affect our business and results of
operations in ways that cannot presently be predicted. In addition, with
manufacturing facilities located worldwide, including facilities located in the
United States, Canada, Europe and the People's Republic of China, we may be
impacted by terrorist actions against not only the United States, but in other
parts of the world as well. We are predominately uninsured for losses and
interruptions caused by terrorist acts and acts of war.
If we cannot continue operating our manufacturing facilities at current or
higher levels, our results of operations could be adversely affected.
We operate a number of manufacturing facilities for the production of our
products. The equipment and management systems necessary for such operations may
break down, perform poorly or fail, resulting in fluctuations in manufacturing
efficiencies. Such fluctuations may affect our ability to deliver products to
our customers on a timely basis which could have a material adverse effect on
our business, financial condition or results of operations.
3
We face significant competition in our markets and, if we are not able to
respond to competition in our markets, our revenues may decrease.
We face significant competition from a variety of competitors in each of
our markets. Some of our competitors have substantially greater financial,
marketing, personnel and other resources than we do. New competitors also could
enter our markets. We consider product quality, performance, price, distribution
capabilities and breadth of product offerings to be the primary competitive
factors in our markets. Our competitors may be able to offer more attractive
pricing, duplicate our strategies, or develop enhancements to products that
could offer performance features that are superior to our products. Competitive
pressures, including those described above, and other factors could adversely
affect our competitive position, involving a loss of market share or decreases
in prices, either of which could have a material adverse effect on our business,
financial condition or results of operations. In addition, some of our
competitors are based in foreign countries and have cost structures and prices
based on foreign currencies. Accordingly, currency fluctuations could cause our
U.S. dollar-priced products to be less competitive than our competitors'
products which are priced in other currencies.
If we experience delays in introducing new products or if our existing or new
products do not achieve or maintain market acceptance, our revenues may
decrease.
Our industry is characterized by: intense competition; changes in end-user
requirements; technically complex products; and evolving product offerings and
introductions.
We believe our future success will depend, in part, on our ability to
anticipate or adapt to these factors and to offer, on a timely basis, products
that meet customer demands. Failure to develop new and innovative products or to
custom design existing products could result in the loss of existing customers
to competitors or the inability to attract new business, either of which may
adversely affect our revenues. The development of new or enhanced products is a
complex and uncertain process requiring the anticipation of technological and
market trends. We may experience design, manufacturing, marketing or other
difficulties, such as an inability to attract a sufficient number of qualified
engineers, that could delay or prevent our development, introduction or
marketing of new products or enhancements and result in unexpected expenses.
Implementation of our acquisition strategy may not be successful, which could
affect our ability to increase our revenues or reduce our profitability.
One of our strategies is to increase our revenues and expand our markets
through acquisitions that will provide us with complementary instrumentation and
thermal fluid controls and petrochemical products. We expect to spend
significant time and effort in expanding our existing businesses and
identifying, completing and integrating acquisitions. We expect to face
competition for acquisition candidates which may limit the number of acquisition
opportunities available to us and may result in higher acquisition prices. We
cannot be certain that we will be able to identify, acquire or profitably manage
additional companies or successfully integrate such additional companies without
substantial costs, delays or other problems. Also, there can be no assurance
that companies acquired in the future will achieve revenues, profitability or
cash flows that justify our investment in them. In addition, acquisitions may
involve a number of special risks, including: adverse short-term effects on our
reported operating results; diversion of management's attention; loss of key
personnel at acquired companies; or unanticipated management or operational
problems or legal liabilities. Some or all of these special risks could have a
material adverse effect on our business, financial condition or results of
operations.
If we fail to manufacture and deliver high quality products, we may lose
customers.
Product quality and performance are a priority for our customers since many
of our product applications involve caustic or volatile chemicals and, in many
cases, involve processes that require precise control of fluids. Our products
also are used in the aerospace, military, commercial aircraft, pharmaceutical,
medical, analytical equipment and maritime industries. These industries require
products that meet stringent performance and safety standards. If we fail to
maintain and enforce quality control and testing procedures, our products will
not meet these stringent performance and safety standards. Substandard products
would seriously harm our reputation, resulting in both a loss of current
customers to our competitors and damage to our ability to attract new customers,
which could have a material adverse effect on our business, financial condition
or results of operations.
4
If we are unable to continue operating successfully overseas or to successfully
expand into new international markets, our revenues may decrease.
We derive a significant portion of our revenue from sales outside the
United States. In addition, one of our key growth strategies is to market our
products in international markets not currently served by us in portions of
Europe, Latin America and Asia. We may not succeed in marketing, selling and
distributing our products in these new markets. Moreover, conducting business
outside the United States is subject to risks, including currency exchange rate
fluctuations, changes in regional, political or economic conditions, trade
protection measures such as tariffs or import or export restrictions, and
unexpected changes in regulatory requirements. One or more of these factors
could prevent us from successfully expanding into new international markets and
could also have a material adverse effect on our current international
operations.
Prices of our raw materials may increase, which may adversely affect our
business.
We obtain our raw materials for the manufacture of our products from
third-party suppliers. We do not have contracts with many of these suppliers
that require them to sell us the materials we need to manufacture our products.
In the last few years, stainless steel, iron and carbon steel, in particular,
have each increased in price as a result of increases in demand. While
historically we have not experienced difficulties in obtaining the raw materials
we require (including stainless steel, cast iron and carbon steel), we cannot be
certain that our suppliers will continue to provide us with the raw materials we
need in the quantities requested or at a price we are willing to pay. In the
past we have been able to partially offset increases in the cost of raw
materials by increased sales prices, active materials management, product
engineering programs and the diversity of materials used in our production
processes. However, we cannot be certain that we will be able to accomplish this
in the future. Since we do not control the actual production of these raw
materials, we may be subject to delays caused by interruption in production of
materials for reasons we cannot control. These include job actions or strikes by
employees of suppliers, transportation interruptions and natural disasters or
other catastrophic events. Our inability to obtain adequate supplies of raw
materials for our products at favorable prices, or at all, could have a material
adverse effect on our business, financial condition or results of operations.
The costs of complying with existing or future environmental regulations, and of
curing any violations of these regulations, could increase our expenses or
reduce our profitability.
We are subject to a variety of environmental laws relating to the storage,
discharge, handling, emission, generation, use and disposal of chemicals, solid
and hazardous waste and other toxic and hazardous materials used to manufacture,
or resulting from the process of manufacturing, our products. We cannot predict
the nature, scope or effect of future regulatory requirements to which our
operations might be subject or the manner in which existing or future laws will
be administered or interpreted. Future regulations could be applied to
materials, products or activities that have not been subject to regulation
previously. The costs of complying with new or more stringent regulations, or
with more vigorous enforcement of these or existing regulations, could be
significant.
Environmental laws require us to maintain and comply with a number of
permits, authorizations and approvals and to maintain and update training
programs and safety data regarding materials used in our processes. Violations
of these requirements could result in financial penalties and other enforcement
actions. We also could be required to halt one or more portions of our
operations until a violation is cured. Although we attempt to operate in
compliance with these environmental laws, we may not succeed in this effort at
all times. The costs of curing violations or resolving enforcement actions that
might be initiated by government authorities could be substantial.
The costs of complying with existing or future governmental regulations
applicable to our importing and exporting practices, and of curing any
violations of these regulations, could increase our expenses, reduce our
revenues or reduce our profitability.
We are subject to a variety of laws regarding our international trade
practices, including regulations issued by the United States Customs Service,
the Bureau of Export Administration, the Department of State, and the Department
of Treasury. We cannot predict the nature, scope or effect of future regulatory
requirements to which our international trading practices might be subject or
the manner in which existing laws might be administered or interpreted. Future
regulations could limit the countries into which certain of our products may be
sold or could restrict our access to and increase the cost of obtaining products
from foreign sources. In addition, actual or alleged violations of import-export
laws could result in
5
enforcement actions and/or financial penalties that could result in substantial
costs.
We face risks from product liability lawsuits which may adversely affect our
business.
We, like other manufacturers and distributors of products designed to
control and regulate fluids and chemicals, face an inherent risk of exposure to
product liability claims in the event that the use of our products results in
personal injury, property damage or business interruption to our customers. We
may be subjected to various product liability claims, including, among others,
that our products include inadequate or improper instructions for use or
installation, or inadequate warnings concerning the effects of the failure of
our products. Although we maintain strict quality controls and procedures,
including the testing of raw materials and safety testing of selected finished
products, we cannot be certain that our products will be completely free from
defect. In addition, in certain cases, we rely on third-party manufacturers for
our products or components of our products. Although we have liability insurance
coverage, we cannot be certain that this insurance coverage will continue to be
available to us at a reasonable cost, or, if available, will be adequate to
cover any such liabilities. We generally seek to obtain contractual
indemnification from our third-party suppliers, and for us to be added as an
additional insured party under such parties' insurance policies. Any such
indemnification or insurance is limited by its terms and, as a practical matter,
is limited to the creditworthiness of the indemnifying or insuring party. In the
event that we do not have adequate insurance or contractual indemnification,
product liabilities could have a material adverse effect on our business,
financial condition or results of operations.
We may be responsible for certain historical liabilities in the event Watts and
its affiliates are ultimately unable to satisfy such liabilities.
Until the spin-off, we were a member of Watts' consolidated group for
federal income tax purposes. Each member of a consolidated group is liable for
the federal income tax liability of the other members of the group, as well as
for pension and benefit funding liabilities of the other group members. Under
federal law we continue to be contingently liable for these Watts consolidated
group liabilities for periods beginning before the spin-off.
We entered into a distribution agreement with Watts which allocates tax,
pension and benefit funding liabilities between Watts and us. Under this
agreement, Watts maintains full control and absolute discretion with regard to
any combined or consolidated United States federal and state tax filings for
periods through the spin-off date. Watts also maintains full control and
absolute discretion regarding common tax audit issues of such entities. These
arrangements may result in conflicts of interest with Watts. In addition, if
Watts is ultimately unable to satisfy its liabilities, we could be responsible
for satisfying them, despite the distribution agreement.
We would be jointly and severally liable for Watts' federal income taxes
resulting from the spin-off if the Internal Revenue Service, or IRS, treats the
spin-off as a taxable distribution.
At the time of the spin-off, Watts received a ruling from the IRS to the
effect that, for United States federal income tax purposes, the spin-off would
be tax-free to Watts and its shareholders. If the undertakings made to the IRS
regarding the spin-off are not complied with or if representations made to the
IRS regarding the spin-off were inaccurate, we could lose the benefit of the IRS
tax ruling and the IRS could assert that the spin-off was a taxable
distribution. In that case, under United States federal income tax law, we would
be jointly and severally liable with Watts for a material amount of federal
income tax. In our distribution agreement with Watts, we agreed that we will be
wholly responsible for that tax if it results from our act or omission, and
Watts will be wholly responsible for that tax if it results from Watts' act or
omission. Under federal income tax law, however, we would be required to pay
that tax if Watts was unable to do so, regardless of the distribution agreement.
We may have conflicts of interest with Watts that may adversely affect our
business.
Conflicts of interest may arise with Watts in a number of areas relating to
our past and ongoing relationships, including tax and employee benefit matters
and indemnity arrangements. The Chief Executive Officer and Chairman of Watts,
Timothy P. Horne, as well as another director of Watts, serve on our board of
directors. Mr. Horne recently announced that for personal reasons he will not
stand for re-election at the annual meeting of stockholders of CIRCOR to be held
on April 25, 2002. These relationships may create conflicts of interest with
respect to matters potentially or actually involving or affecting us and Watts.
6
We depend on our key personnel and the loss of their services may adversely
affect our business.
We believe that our success will depend on the continued employment of our
senior management team and other key personnel. If one or more members of our
senior management team or other key personnel are unable or unwilling to
continue in their present positions, our business could be seriously harmed. In
addition, if any of our key personnel joins a competitor or forms a competing
company, some of our customers might choose to use the services of that
competitor or those of a new company instead of our own. Other companies seeking
to develop capabilities and products similar to ours may hire away some of our
key personnel. If we are unable to maintain our key personnel and attract new
employees, the execution of our business strategy may be hindered and our growth
limited.
Various restrictions and agreements could hinder a takeover of us which is not
supported by our board of directors or which is leveraged.
Our amended and restated certificate of incorporation and amended and
restated by-laws, the Delaware General Corporation Law and our shareholder
rights plan contain provisions that could delay or prevent a change in control
in a transaction that is not approved by our board of directors or that is on a
leveraged basis or otherwise. These include provisions creating a staggered
board, limiting the shareholders' powers to remove directors, and prohibiting
shareholders from calling a special meeting or taking action by written consent
in lieu of a shareholders' meeting. In addition, our board of directors has the
authority, without further action by the shareholders, to set the terms of and
to issue preferred stock. Issuing preferred stock could adversely affect the
voting power of the owners of our common stock, including the loss of voting
control to others. Additionally, we have adopted a shareholder rights plan
providing for the issuance of rights that will cause substantial dilution to a
person or group of persons that acquires 15% or more of our shares of common
stock, unless the rights are redeemed.
Delaying or preventing a takeover could result in our shareholders
ultimately receiving less for their shares by deterring potential bidders for
our stock or assets.
Our ability to issue equity, make acquisitions, incur debt, pay dividends, make
investments, sell assets, merge or raise capital is limited by our obligations
to comply with the covenants under our debt agreements.
Our credit agreement and note purchase agreement, both of which are dated
October 19, 1999, govern our indebtedness to our lenders. The debt agreements
include provisions which place limitations on certain activities including our
ability to: issue shares of our common stock without, in certain circumstances,
making prepayments under our credit agreement; incur additional indebtedness;
create any liens or encumbrances on our assets or make any guarantees; make
certain investments; pay dividends that exceed 50% of our consolidated income
for the most recent fiscal quarter; or dispose of or sell assets or enter into a
merger or a similar transaction.
The trading price of our common stock may be volatile and investors in our
common stock may experience substantial losses.
The trading price of our common stock may be volatile. Our common stock
could decline or fluctuate in response to a variety of factors, including, but
not limited to: our failure to meet the performance estimates of securities
analysts; changes in financial estimates of our revenues and operating results
or buy/sell recommendations by securities analysts; the timing of announcements
by us or our competitors concerning significant product line developments,
contracts or acquisitions or publicity regarding actual or potential results or
performance; fluctuation in our quarterly operating results caused by
fluctuations in revenue and expenses; substantial sales of our common stock by
our existing shareholders; general stock market conditions; or other economic or
external factors.
In addition, the stock market as a whole has recently experienced extreme
price and volume fluctuations. In the past, securities class action litigation
has often been instituted against companies following periods of volatility in
the market price of their securities. This type of litigation could result in
substantial costs and a diversion of management attention and resources.
7
FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference in
this prospectus, contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by the words "anticipates," "believes," "estimates,"
"expects," "predicts," "potential," "intends," "continue," "may," "plans,"
"projects," "will," "should," "could," "would" and similar expressions. These
forward-looking statements include statements about the following:
. implementing our business objectives and strategies;
. managing our growth;
. improving the profitability of our business; and
. other statements that are not historical facts.
You should read the statements that contain these words carefully
because they discuss our future expectations, contain projections of our future
results of operations or financial condition or state other "forward-looking
information." You should not place undue reliance on our forward-looking
statements. We believe that it is important to communicate our future
expectations to our stockholders, and we therefore make forward-looking
statements in reliance upon the safe harbor provisions of the Private Securities
Litigation Reform Act. However, forward-looking statements are inherently
subject to risks, uncertainties and assumptions. Actual results or events could
differ materially from the plans, intentions and expectations disclosed in the
forward-looking statements that we make. Under the heading "Risk Factors," we
have included a discussion of some of these risks and uncertainties that we
believe could cause actual results or events to differ materially from the
forward-looking statements that we make. Some of the factors that cause these
differences include, but are not limited to, the following:
. the cyclicality and highly competitive nature of some of our end-
markets which can affect the overall demand for and pricing of our
products;
. the uncertain continuing impact of the September 11th terrorist
attacks, compounded with the slowing national economy, on economic and
financial conditions around the world in general, and on our aerospace
markets in particular;
. our ability to continue operating our manufacturing facilities at
efficient levels;
. our ability to successfully implement our acquisition strategy;
. our success in marketing, selling and distributing our products in new
international markets;
. changes in the price of and demand for oil and gas in both domestic and
international markets;
. variability of raw materials and component pricing; and
. fluctuations in foreign currency rates.
We discuses these risks and uncertainties in greater detail under the
heading "Risk Factors" and encourage you to read it in its entirety before you
invest in our common stock in order to understand the risks and uncertainties
which can affect our forward-looking statements, as well as our business
generally. Except for our ongoing obligations to disclose material information
under the federal securities laws, we undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
8
OUR COMPANY
For a more detailed description of our business, please read the
description of our business in our annual report on Form 10-K for the year ended
December 31, 2001, which is incorporated by reference in this prospectus.
General
We design, manufacture and distribute a broad array of valves and related
products and services to a variety of end-markets for use in a wide range of
applications to optimize the efficiency and/or ensure the safety of
fluid-control systems. We have a global presence and operate 16 manufacturing
facilities which are located in the United States, Canada, Europe and the
People's Republic of China. We have two major product groups: instrumentation
and thermal fluid controls products, and petrochemical products. Our products
are sold through more than 1,100 distributors servicing approximately 10,000
customers in over 90 countries around the world. Within our major product
groups, we have used both internal product development and strategic
acquisitions to assemble an array of fluid-control products and technologies
that enable us to address our customers' unique fluid-control applications
needs.
The instrumentation and thermal fluid controls products group designs,
manufactures and distributes valves, fittings and controls for diverse end-uses,
including hydraulic, pneumatic, cryogenic and steam applications. Selected
products include precision valves, compression tube and pipe fittings, control
valves, relief valves and regulators. The instrumentation and thermal fluid
controls products group consists primarily of the following product brand names:
Aerodyne Controls; Circle Seal Controls; Leslie Controls; Nicholson Steam Trap;
GO Regulator; Hoke; Spence Engineering; Atkomatic Valve; CPC Cryolab; Rockwood
Swendeman, RTK and SART von Rohr.
The petrochemical products group designs, manufactures and distributes
flanged-end and threaded-end floating and trunnion ball valves, needle valves,
check valves, butterfly valves, large forged steel ball valves, pipeline
closures and strainers for use in oil, gas and chemical processing and
industrial applications. We believe that our petrochemical products group is one
of the leading producers of ball valves for the oil and natural gas markets
worldwide. The petrochemical products group consists primarily of the following
product brand names: KF Industries; Contromatics Specialty Products; Eagle Check
Valve; Pibiviesse; Telford Engineered Products; Suzhou KF Valve and SSI
Equipment.
As a leading provider of valves and related fluid-control control products,
we sell our products to the following industries:
. oil and gas production;
. pipeline construction and maintenance;
. municipal and institutional power and process steam heating and
generating;
. maintenance and maritime manufacturing;
. aerospace, military and commercial aircraft;
. general industrial;
. processing; and
. pharmaceutical, medical and analytical equipment.
Our products are designed, manufactured and tested to meet the requirements
of various government or industry regulatory bodies. Products representing a
majority of our sales have been approved by applicable industry standards
agencies in the United States and European markets. Our testing and
manufacturing capabilities have enabled us to develop customer-specified
applications, unique characteristics of which have been subsequently utilized in
broader product offerings.
9
THE SELLING STOCKHOLDERS
The following table sets forth the number of shares of common stock
beneficially owned by the selling stockholders as of April 5, 2002, the number
of shares of common stock covered by this prospectus and the total number of
shares of common stock that the selling stockholders will beneficially own upon
completion of this offering. This table assumes that the selling stockholders
will offer for sale all of the shares of common stock covered by this
prospectus.
The common stock offered by this prospectus may be offered from time to
time by the selling stockholders named below, or by any of their pledgees,
donees, transferees or other successors in interest. The amounts set forth below
are based upon information provided to us by representatives of the selling
stockholders, or on our records, as of April 5, 2002 and are accurate to the
best of our knowledge. It is possible, however, that the selling stockholders
may acquire or dispose of additional shares of common stock from time to time
after the date of this prospectus.
Shares of
Shares Of Common Stock
Common Stock Beneficially Owned
Beneficially Owned as Shares of After the Offering (3)(4)
of Common Stock ------------------------
Selling Stockholder (1) April 5, 2002 (2)(3) Offered Hereby Number Percent
- ----------------------- ----------------------- -------------- ------ -------
Timothy P. Horne (5)(6) 3,691,258 (7)(8) 450,000 (9) 2,791,258 (10) 18.6%
George B. Horne Trust, u/d/t 1-26-82 (6) 712,300 (11) 200,000 512,300 (12) 3.4%
Daniel W. Horne Trust, u/d/t 2-5-80 (6) 667,920 (13) 100,000 567,920 (14) 3.8%
Deborah Horne Trust, u/d/t 9-10-76 (6) 667,920 (15) 100,000 567,920 (16) 3.8%
Peter W. Horne 667,920 100,000 567,920 3.8%
Tiffany Rae Horne Trust, u/d/t 8-7-84 (6) 103,870 (17) 50,000 53,870 (18) *
TOTALS 4,359,178 (19) 1,000,000 3,359,178 (20)
_____________________________
* Represents beneficial ownership of less than 1% of outstanding common
stock.
(1) The address of each stockholder in the table is c/o CIRCOR
International, Inc., 35 Corporate Drive, Suite 290, Burlington,
Massachusetts 01803.
(2) The number of shares and percentages has been determined as of April 5,
2002 in accordance with Rule 13d-3 of the Securities Exchange Act of
1934. At that date, a total of 14,981,005 shares of common stock were
outstanding.
(3) Under the rules promulgated by the Securities and Exchange Commission,
beneficial ownership includes any shares as to which the stockholder
has sole or shared voting power or investment power and includes any
shares as to which the stockholder has the right to acquire beneficial
ownership within 60 days after April 5, 2002. Unless otherwise
indicated, each stockholder has sole voting and investment power with
respect to shares beneficially owned by that stockholder. For purposes
of computing the percentage for each stockholder, any shares that such
stockholder has the right to acquire within 60 days of April 5, 2002
are deemed to be outstanding, but are not deemed to be outstanding for
the purpose of computing the percentages for any other stockholder.
(4) Assumes that the selling stockholders will sell all shares of common
stock offered by them under this prospectus.
(5) Timothy P. Horne is currently a director of CIRCOR International, Inc.
and the chairman, president and chief executive officer of our
predecessor, Watts Industries, Inc. As recently announced, Mr. Horne
has decided for personal reasons not to stand for re-election at the
annual meeting of stockholders of CIRCOR to be held on April 25, 2002.
(6) Timothy P. Horne, George B. Horne, Daniel W. Horne, and Deborah Horne,
together with Walter J. Flowers (as trustee for Tiffany R. Horne) as
depositors under the 1997 Voting Trust (see footnote 8) may be deemed a
"group"
10
as that term is used in Section 13(d)(3) of the Securities Exchange Act
of 1934.
(7) Includes (i) 1,519,281 shares of common stock held by Timothy P. Horne
individually (for purposes of this footnote, "Mr. Horne"), (ii)
667,920 shares held for the benefit of Daniel W. Horne, Mr. Horne's
brother, under a revocable trust for which Mr. Horne serves as sole
trustee, (iii) 667,920 shares held for the benefit of Deborah Horne,
Mr. Horne's sister, under a trust for which Mr. Horne serves as sole
trustee, which trust is revocable with the consent of the trustee,
(iv) 712,300 shares held for the benefit of George B. Horne, Mr.
Horne's father, under a revocable trust for which Mr. Horne serves as
co-trustee, (v) 11,300 shares held for the benefit of Tiffany R.
Horne, under an irrevocable trust for which Mr. Horne serves as
trustee and (vi) 103,870 shares held for the benefit of Tiffany R.
Horne, under a revocable trust for which Walter J. Flowers, a partner
in the law firm of Flowers and Manning LLP, serves as trustee. See
footnote 8. Also includes 8,667 shares of common stock issuable upon
the exercise of currently exercisable options.
(8) 1,475,610 shares of common stock held by Timothy P. Horne individually,
and all shares of common stock held by trusts for the benefit of
Daniel W. Horne, Deborah Horne and George B. Horne, and 11,300 shares
held by a trust for the benefit of Tiffany R. Horne (3,535,050 shares
in the aggregate) are subject to the terms of The Amended and Restated
George B. Horne Voting Trust Agreement - 1997 (the "1997 Voting
Trust"). Under the terms of the 1997 Voting Trust, the trustee
(currently Timothy P. Horne) has sole power to vote all shares subject
to the 1997 Voting Trust. Timothy P. Horne, for so long as he is
serving as trustee of the 1997 Voting Trust, has the power to
determine in his sole discretion whether or not proposed actions to be
taken by the trustee of the 1997 Voting Trust shall be taken,
including the trustee's right to authorize the withdrawal of shares
from the 1997 Voting Trust (for purposes of this footnote, the
"Determination Power"). In the event that Timothy P. Hone ceases to
serve as trustee of the 1997 Voting Trust, no trustee thereunder shall
have the Determination Power except in accordance with a duly adopted
amendment to the 1997 Voting Trust. Under the terms of the 1997 Voting
Trust, in the event Timothy P. Horne ceases to serve as trustee of the
1997 Voting Trust, then Walter J. Flowers and Daniel J. Murphy, III
(the "Successor Trustees") will become co-trustees of the 1997 Voting
Trust. At any time, Timothy P. Horne, if then living and not subject
to incapacity, may designate up to two additional persons, one to be
designated as the primary designee (the "Primary Designee") and the
other as the secondary designee (the "Secondary Designee") to serve in
the stead of any Successor Trustee who shall be unable or unwilling to
serve as a trustee of the 1997 Voting Trust. Such designations are
revocable by Timothy P. Horne at any time prior to the time at which
such designees become trustees. If any of the Successor Trustees is
unable or unwilling or shall otherwise fail to serve as a trustee of
the 1997 Voting Trust, or after becoming a co-trustee shall cease to
serve as such for any reason then there shall continue to be two
trustees and a third trustee shall be selected in accordance with the
following line of succession; first, any individual designated as the
Primary Designee, next, any individual designated as the Secondary
Designee, and then, any individual appointed by the holders of a
majority in interest of the voting trust certificates then
outstanding. In the event that the Successor Trustees shall not concur
on matters not specifically contemplated by the terms of the 1997
Voting Trust, the vote of a majority of the Successor Trustees shall
be determinative. No trustee or Successor Trustee shall possess the
Determination Power until it is specifically conferred upon such
trustee by way of an amendment to the 1997 Voting Trust.
The 1997 Voting Trust expires on August 26, 2021, subject to extension
on or after August 26, 2019 by stockholders (including the trustee of
any trust stockholder, whether or not such trust is then in existence)
who deposited shares of common stock in the 1997 Voting Trust and are
then living or, in the case of shares in the 1997 Voting Trust the
original depositor of which (or the trustee of the original deposit of
which) is not then living, the holders of voting trust certificates
representing such shares. The 1997 Voting Trust may be amended by vote
of the holders of a majority of the voting trust certificates then
outstanding and by the number of trustees authorized to take action at
the relevant time or, if the trustees (if more than one) do not concur
with respect to any proposed amendment at any time when any trustee
holds the Determination Power, then by the trustee having the
Determination Power. In certain cases (i.e., changes to the extension,
termination and amendment provisions), each individual depositor must
also approve amendments. Shares may not be removed from the 1997 Voting
Trust during its term without the consent of the requisite number of
trustees required to take action under the 1997 Voting Trust. Voting
trust certificates are subject to any restrictions on transfer
applicable to the stock that they represent.
As of April 5, 2002, Timothy P. Horne holds 41.7% of the total
beneficial interest in the 1997 Voting Trust (the "Beneficial
Interest") individually, 18.9% of the Beneficial Interest as trustee of
a revocable trust, 18.9% of the Beneficial Interest as trustee of a
trust revocable with the consent of the trustee, 20.1% of the
Beneficial Interest as co-trustee of a revocable trust, 0.3% of the
Beneficial Interest as trustee of an irrevocable trust (representing an
11
aggregate of 100% of the Beneficial Interest). George B. Horne holds
19.9% of the Beneficial Interest as co-trustee of a revocable trust.
(9) The shares registered for sale are held by Timothy P. Horne,
individually. See footnote 7. All of such shares are subject to the
1997 Voting Trust. See footnote 8.
(10) Includes (i) 1,069,281 shares of common stock held by Timothy P. Horne
(for purposes of this footnote, "Mr. Horne"), (ii) 567,920 shares held
for the benefit of Daniel W. Horne, Mr. Horne's brother, under a
revocable trust for which Mr. Horne serves as sole trustee, (iii)
567,920 shares held for the benefit of Deborah Horne, Mr. Horne's
sister, under a trust for which Mr. Horne serves as sole trustee, which
trust is revocable with the consent of the trustee, (iv) 512,300 shares
held for the benefit of George B. Horne, Mr. Horne's father, under a
revocable trust for which Mr. Horne serves as co-trustee, (v) 11,300
shares held for the benefit of Tiffany R. Horne, under an irrevocable
trust for which Mr. Horne serves as trustee and (vi) 53,870 shares held
for the benefit of Tiffany R. Horne, under a revocable trust for which
Walter J. Flowers, a partner in the law firm of Flowers and Manning
LLP, serves as trustee. See footnote 8. Also includes 8,667 shares of
common stock issuable upon the exercise of currently exercisable
options.
(11) Consists of 712,300 shares held in a revocable trust for which Timothy
P. Horne and George B. Horne serve as co-trustees. All of such shares
are subject to the 1997 Voting Trust. See footnote 8.
(12) Consists of 512,300 shares held in a revocable trust for which Timothy
P Horne and George B. Horne serve as co-trustees. All of such shares
are subject to the 1997 Voting Trust. See footnote 8.
(13) Consists of 667,920 shares held in a revocable trust for which Timothy
P. Horne serves as sole trustee. All of such share are subject to the
1997 Voting Trust. See footnote 8.
(14) Consists of 567,920 shares held in a revocable trust for which Timothy
P. Horne serves as sole trustee. All of such shares are subject to the
1997 Voting Trust. See footnote 8.
(15) Consists of 667,920 shares held in a revocable trust for which Timothy
P. Horne serves as sole trustee, which trust is revocable with the
consent of the trustee. All of such shares are subject to the 1997
Voting Trust. See footnote 8.
(16) Consists of 567,920 shares held in a revocable trust for which Timothy
P. Horne serves as sole trustee, which trust is recocable with the
consent of the trustee. All of such shares are subject to the 1997
Voting Trust. See footnote 8.
(17) Consists of 103,870 shares held in a trust for which Walter J. Flowers,
a partner in the law firm of Flowers and Manning LLP, serves as
trustee.
(18) Consists of 53,870 shares held in a trust for which Walter J. Flowers,
a partner in the law firm of Flowers and Manning LLP, serves as
trustee.
(19) Includes (i) 1,519,281 shares of common stock held by Timothy P. Horne
individually (for purposes of this footnote, "Mr. Horne"),
(ii) 667,920 shares held for the benefit of Daniel W. Horne,
Mr. Horne's brother, under a revocable trust for which Mr. Horne serves
as sole trustee, (iii) 667,920 shares held for the benefit of Deborah
Horne, Mr. Horne's sister, under a trust for which Mr. Horne serves as
sole trustee, which trust is revocable with the consent of the trustee,
(iv) 712,300 shares held for the benefit of George B. Horne, Mr.
Horne's father, under a revocable trust for which Mr. Horne serves as
co-trustee, (v) 667,920 shares held by Peter W. Horne, (vi) 11,300
shares held for the benefit of Tiffany R. Horne, under an irrevocable
trust for which Mr. Horne serves as trustee and (vii) 103,870 shares
held for the benefit of Tiffany R. Horne, under a revocable trust for
which Walter J. Flowers, a partner in the law firm of Flowers and
Manning LLP, serves as trustee. See footnote 8. Also includes 8,667
shares of common stock issuable upon the exercise of currently
exercisable options.
(20) Includes (i) 1,069,281 shares of common stock held by Timothy P. Horne
(for purposes of this footnote, "Mr. Horne"), (ii) 567,920 shares held
for the benefit of Daniel W. Horne, Mr. Horne's brother, under a
revocable trust for which Mr. Horne serves as sole trustee, (iii)
567,920 shares held for the benefit of Deborah Horne, Mr. Horne's
sister, under a trust for which Mr. Horne serves as sole trustee, which
trust is revocable with the consent of the trustee, (iv) 512,300 shares
held for the benefit of George B. Horne, Mr. Horne's father, under a
revocable trust for which Mr. Horne serves as co-trustee, (v) 567,920
shares held by Peter W. Horne, (vi) 11,300 shares held for the benefit
of Tiffany R. Horne, under an irrevocable trust for which Mr. Horne
serves as trustee and (vii) 53,870 shares held for the benefit of
Tiffany R. Horne, under a revocable trust for which Walter J. Flowers,
a
12
partner in the law firm of Flowers and Manning LLP, serves as trustee.
See footnote 8. Also includes 8,667 shares of common stock issuable
upon the exercise of currently exercisable options
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling stockholders
of the common stock covered by this prospectus. We are paying the fees and
expenses associated with registering the sale of the shares of common stock.
PLAN OF DISTRIBUTION
The selling stockholders, or their pledgees, donees, transferees, or any of
their successors in interest, may sell the securities from time to time on the
New York Stock Exchange or any other stock exchange or automated interdealer
quotation system on which the securities are listed, in the over-the-counter
market, in privately negotiated transactions or otherwise, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to prevailing market prices or at prices otherwise negotiated. The
"selling stockholders" as used in this section of the prospectus shall refer to
the selling stockholders, or their pledgees, donees, transferees, or any of
their successors in interest. The selling stockholders may sell the securities
by one or more of the following methods, without limitation:
. block trades in which the broker or dealer so engaged will attempt to
sell the securities as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by the broker
or dealer for its own account pursuant to this prospectus;
. a special offering, an exchange distribution or a secondary
distribution in accordance with the rules of any stock exchange on
which the securities are listed;
. ordinary brokerage transactions and transactions in which the broker
solicits purchases;
. privately negotiated transactions;
. short sales;
. through the writing of options on the securities, whether or not the
options are listed on an options exchange;
. through the distribution of the securities by any selling stockholder
to its partners, members or stockholders;
. one or more underwritten offerings on a firm commitment or best efforts
basis;
. sales at other than a fixed price to or through a market maker or into
an existing trading market, on an exchange or otherwise, for such
securities;
. through agreements between a broker or dealer and one or more of the
selling stockholders to sell a specified number of the securities at a
stipulated price per share; and
. any combination of any of these methods of sale.
The selling stockholders may also transfer the securities by gift. We do
not know of any arrangements by the selling stockholders for the sale of any of
the securities.
The selling stockholders may arrange for other brokers or dealers to
participate in effecting sales of the securities. These brokers, dealers or
underwriters may act as principals, or as an agent of a selling stockholder.
Broker-dealers may agree with a selling stockholder to sell a specified number
of the securities at a stipulated price per security. If the broker-dealer is
unable to sell securities acting as agent for a selling stockholder, it may
purchase as principal any unsold securities at the stipulated price.
Broker-dealers who acquire securities as principals may thereafter resell the
securities from time to time in transactions in any stock exchange or automated
interdealer quotation system on which the securities are then listed, at prices
and on terms then prevailing at the time of sale, at prices related to the
then-current market price or in negotiated transactions. Broker-dealers may use
block transactions and sales to and through broker-dealers, including
transactions of the nature described above. Broker-dealers will receive
commissions or other compensation from the selling stockholders in amounts to be
negotiated immediately prior to the sale that will not exceed those customary in
the types of
13
transactions involved. Broker-dealers may also receive compensation from
purchasers of the securities which is not expected to exceed that customary in
the types of transactions involved. The selling stockholders may also sell the
securities in accordance with Rule 144 under the Securities Act of 1933, as
amended, rather than pursuant to this prospectus, regardless of whether the
securities are covered by this prospectus.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the securities owned
by them. The pledgees, secured parties or persons to whom the securities have
been hypothecated will, upon foreclosure in the event of default, be deemed to
be selling stockholders. The number of a selling stockholder's securities
offered under this prospectus will decrease as and when it takes such actions.
The plan of distribution for that selling stockholder's securities will
otherwise remain unchanged. In addition, a selling stockholder may, from time to
time, sell the securities short, and, in those instances, this prospectus may be
delivered in connection with the short sales and the securities offered under
this prospectus may be used to cover short sales.
To the extent required under the Securities Act of 1933, the aggregate
amount of selling stockholders' securities being offered and the terms of the
offering, the names of any agents, brokers, dealers or underwriters and any
applicable commission with respect to a particular offer will be set forth in an
accompanying prospectus supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the securities may receive compensation in
the form of underwriting discounts, concessions, commissions or fees from a
selling stockholder and/or purchasers of a selling stockholder's securities, for
whom they may act (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
The selling stockholders and any underwriters, brokers, dealers or agents
that participate in the distribution of the securities may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, and any
discounts, concessions, commissions or fees received by them and any profit on
the resale of the securities sold by them may be deemed to be underwriting
discounts and commissions.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the
securities in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the securities by those broker-dealers. A selling stockholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the securities offered hereby to the broker-dealers, who may then resell or
otherwise transfer those securities. A selling stockholder may also loan or
pledge the securities offered hereby to a broker-dealer and the broker-dealer
may sell the securities offered hereby so loaned or upon a default may sell or
otherwise transfer the pledged securities offered hereby.
The selling stockholders and other persons participating in the sale or
distribution of the securities will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, including Regulation M. This regulation may limit the timing of
purchases and sales of any of the securities by the selling stockholders and any
other person. The anti-manipulation rules under the Securities Exchange Act of
1934 may apply to sales of securities in the market and to the activities of the
selling stockholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the securities
to engage in market-making activities with respect to the particular securities
being distributed for a period of up to five business days before the
distribution. These restrictions may affect the marketability of the securities
and the ability of any person or entity to engage in market-making activities
with respect to the securities.
The securities offered hereby were originally issued to the selling
stockholders in connection with our spin-off from Watts. We have agreed to
register the securities under the Securities Act of 1933. We will pay all
expenses relating to the offering and sale of the securities, with the exception
of commissions, discounts and fees of underwriters, broker-dealers or agents,
taxes of any kind and any legal, accounting and other expenses incurred by the
selling stockholders.
We will not receive any proceeds from sales of any securities by the
selling stockholders.
We cannot assure you that the selling stockholders will sell all or any
portion of the securities offered hereby.
14
We will supply the selling stockholders and any stock exchange upon which
the securities are listed with reasonable quantities of copies of this
prospectus. To the extent required by Rule 424 under the Securities Act of 1933
in connection with any resale or redistribution by a selling stockholder, we
will file a prospectus supplement setting forth:
. the aggregate number of shares to be sold;
. the purchase price;
. the public offering price;
. if applicable, the names of any underwriter, agent or broker-dealer;
and
. any applicable commissions, discounts, concessions, fees or other items
constituting compensation to underwriters, agents or broker-dealers
with respect to the particular transaction (which may exceed customary
commissions or compensation).
If a selling stockholder notifies us that a material arrangement has been
entered into with a broker-dealer for the sale of shares through a block trade,
special offering, exchange, distribution or secondary distribution or a purchase
by a broker or dealer, the prospectus supplement will include any other facts
that are material to the transaction. If applicable, this may include a
statement to the effect that the participating broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this prospectus.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this prospectus and
that later information that we file with the Securities and Exchange Commission
will automatically update and supersede the information in this prospectus, any
supplement and the documents listed below. We incorporate by reference the
specific documents listed below and any future filings made with the Securities
and Exchange Commission under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act until the selling stockholders sell all of the
securities registered hereunder:
. our Annual Report on Form 10-K for the year ended December 31, 2001;
. our Proxy Statement dated March 27, 2002 prepared in connection with
our Annual Meeting of Stockholders to be held on April 25, 2002;
. the description of our common stock contained in our registration
statement on Form 10/A-2, filed on October 6, 1999, and all amendments
and reports updating such description; and
. the description of the rights to purchase shares of our series A junior
participating cumulative preferred stock contained in our registration
statement on Form 8-A, filed on October 21, 1999 and all amendments and
reports updating that description.
Upon oral or written request and at no cost to the requester, we will
provide to any person, including a beneficial owner, to whom a prospectus is
delivered, a copy of any or all of the information that has been incorporated by
reference in this prospectus but not delivered with this prospectus. All
requests should be made to: CIRCOR International, Inc., 35 Corporate Drive,
Suite 290, Burlington, Massachusetts 01803, Attn: Corporate Secretary. Telephone
requests may be directed to the Corporate Secretary at (781) 270-1200. You
should rely only on the information incorporated by reference or provided in
this prospectus. We have not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus or
the documents incorporated by reference is accurate as of any date other than
the date on the front of this prospectus or those documents.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and we are required to file reports and proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy these reports, proxy statements and information at the
Securities and Exchange Commission's Public
15
Reference Room at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. You
may also obtain copies at the prescribed rates from the Public Reference Section
of the Securities and Exchange Commission at its principal office in Washington,
D.C. You may obtain information on the operation of the Public Reference Room by
calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities
and Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants, including
CIRCOR, that file electronically with the Securities and Exchange Commission.
You may access the Securities and Exchange Commission's web site at
http://www.sec.gov.
EXPERTS
The consolidated financial statements of CIRCOR International, Inc. as of
December 31, 2001 and 2000, and for the years ended December 31, 2001 and 2000,
the six months ended December 31, 1999 and the fiscal year ended June 30, 1999,
incorporated by reference in this prospectus and elsewhere in the registration
statement have been audited by KPMG LLP, independent public accountants, as
indicated in their reports with respect thereto, which reports appear in the
company's annual report on Form 10-K for the year ended December 31, 2001, and
are incorporated by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said reports.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby
will be passed upon by our counsel, Goodwin Procter LLP. David F. Dietz, a
director of our company, is the sole owner of David F. Dietz, P.C., a partner of
Goodwin Procter LLP.
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by our company or any other person. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of common stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of our company or that information
contained herein is correct as of any time subsequent to the date hereof.
16
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You should rely only on the information contained in this prospectus,
incorporated herein by reference or contained in a prospectus supplement.
Neither we nor the selling stockholders have authorized anyone else to provide
you with different or additional information. The selling stockholders are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus, or
incorporated herein by reference, or in any prospectus supplement is accurate as
of any date other than the date on the front of those documents.
=========================
TABLE OF CONTENTS
Page
----
Prospectus Summary .................................................2
Risk Factors .......................................................3
Forward-Looking Statements .........................................8
Our Company ........................................................9
The Selling Stockholders ..........................................10
Use of Proceeds ...................................................13
Plan of Distribution ..............................................13
Incorporation of Documents by Reference ...........................15
Where You Can Find More Information ...............................15
Experts ...........................................................16
Legal Matters .....................................................16
1,000,000 Shares
CIRCOR International, Inc.
Common Stock
------------------------------
PROSPECTUS
------------------------------
April ___, 2002
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered are set forth in the following table (all amounts
except the registration fee are estimated):
SEC Registration fee .......................................... $ 1,864
Accounting fees and expenses .................................. $ 8,000
Legal fees and expenses (other than Blue Sky) ................. $15,000
Printing and mailing expenses ................................. $ 2,000
Miscellaneous ................................................. $ 636
TOTAL ......................................................... $27,500
All expenses itemized above shall be borne by CIRCOR.
Item 15. Indemnification of Directors and Officers.
In accordance with Section 145 of the Delaware General Corporation Law,
Article VII of our amended and restated certificate of incorporation provides
that no director be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability:
. for any breach of the director's duty of loyalty to us or our
stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. in respect of unlawful dividend payments or stock redemptions or
repurchases; or
. for any transaction from which the director derived an improper
personal benefit.
In addition, our amended and restated certificate of incorporation provides
that if the Delaware General Corporation Law is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Article V of our by-laws provides for indemnification by us of our
directors, officers and certain non-officer employees under certain
circumstances against expenses, including attorneys fees, judgments, fines and
amounts paid in settlement, reasonably incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceeding in which
any such person is involved by reason of the fact that such person is or was a
director, officer or employee of the registrant if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
our best interests, and, with respect to criminal actions or proceedings, if
such person had no reasonable cause to believe his or her conduct was unlawful.
We also have entered into indemnification agreements with each of our
directors and executive officers reflecting the foregoing and requiring the
advancement of expenses in proceedings involving the directors and executive
officers in most circumstances.
II-1
Section 145(g) of the Delaware General Corporation Law and Article V
of the our by-laws provide that we shall have the power to purchase and
maintain insurance on behalf of its officers, directors, employees and
agents, against any liability asserted against and incurred by such persons
in any such capacity. We have obtained insurance covering our directors and
officers against losses and insuring us against certain of our obligations
to indemnify our directors and officers.
Item 16. Exhibits.
Exhibit No. Description
--- -----------
4.1 The Amended and Restated Certificate of Incorporation of
CIRCOR International, Inc. is incorporated herein by
reference to Exhibit 3.1 to CIRCOR International, Inc.'s
Registration Statement on Form 10, File No. 000-26961, filed
with the Securities and Exchange Commission on August 6,
1999 ("Form 10").
4.2 The Amended and Restated By-Laws of CIRCOR International,
Inc. are incorporated herein by reference to Exhibit 3.2 to
the Form 10.
4.3 Certificate of Designations, Preferences and Rights of a
Series of Preferred Stock of CIRCOR International, Inc.
classifying and designating the Series A Junior
Participating Cumulative Preferred Stock is incorporated
herein by reference to Exhibit 3.1 to CIRCOR International,
Inc.'s Registration Statement on Form 8-A, File No.
001-14962, filed with the Securities and Exchange Commission
on October 21, 1999 ("Form 8-A").
4.4 Shareholder Rights Agreement, dated as of September 16,
1999, between CIRCOR International, Inc. and BankBoston,
N.A., as Rights Agent is incorporated herein by reference to
Exhibit 4.1 to the Form 8-A.
*5.1 Opinion of Goodwin Procter LLP regarding the legality of
shares being offered
*23.1 Consent of KPMG LLP
*23.3 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
*24.1 Power of Attorney (contained in signature page of
registration statement)
- -----------
* Filed herewith.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
II-2
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
undersigned registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the undersigned registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering hereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, may be permitted to directors, officers
and controlling persons of the undersigned registrant pursuant to
the foregoing provisions, or otherwise, the undersigned
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the undersigned registrant of expenses incurred or paid by a
director, officer or controlling person of the undersigned
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
undersigned registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Burlington, Commonwealth of Massachusetts, on
April 9, 2002.
CIRCOR INTERNATIONAL, INC.
By:
/s/ David A. Bloss, Sr.
----------------------------
Name: David A. Bloss, Sr.
Title: Chairman of the Board, President,
and Chief Executive Officer
KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of David A. Bloss, Sr., and Kenneth W. Smith
as such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person in such person `s name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement (or any registration
statement for the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933), and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that any said attorney-in-fact and agent, or any substitute or
substitutes of any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David A. Bloss, Sr. Chairman, President and Chief Executive Officer (Principal April 9, 2002
--------------------------
David A. Bloss, Sr. Executive Officer)
/s/ Kenneth W. Smith Vice President, Chief Financial Officer and Treasurer April 9, 2002
--------------------------
Kenneth W. Smith (Principal Financial Officer)
/s/ Stephen J. Carriere Vice President, Corporate Controller and Assistant Treasurer April 9, 2002
--------------------------
Stephen J. Carriere (Principal Accounting Officer)
/s/ Dewain K. Cross Director April 9, 2002
--------------------------
Dewain K. Cross
/s/ David F. Dietz Director April 9, 2002
--------------------------
David F. Dietz
/s/ Timothy P. Horne Director April 9, 2002
--------------------------
Timothy P. Horne
/s/ Daniel J. Murphy, III Director April 9, 2002
--------------------------
Daniel J. Murphy, III
/s/ Thomas N. Tullo Director April 9, 2002
--------------------------
Thomas N. Tullo
II-4
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 The Amended and Restated Certificate of Incorporation of CIRCOR
International, Inc. is incorporated herein by reference to
Exhibit 3.1 to CIRCOR International, Inc.'s Registration
Statement on Form 10, File No. 000-26961, filed with the
Securities and Exchange Commission on August 6, 1999 ("Form
10").
4.2 The Amended and Restated By-Laws of CIRCOR International, Inc.
are incorporated herein by reference to Exhibit 3.2 to the Form
10.
4.3 Certificate of Designations, Preferences and Rights of a Series
of Preferred Stock of CIRCOR International, Inc. classifying
and designating the Series A Junior Participating Cumulative
Preferred Stock is incorporated herein by reference to Exhibit
3.1 to CIRCOR International, Inc.'s Registration Statement on
Form 8-A, File No. 001-14962, filed with the Securities and
Exchange Commission on October 21, 1999 ("Form 8-A").
4.4 Shareholder Rights Agreement, dated as of September 16, 1999,
between CIRCOR International, Inc. and BankBoston, N.A., as
Rights Agent is incorporated herein by reference to Exhibit 4.1
to the Form 8-A.
*5.1 Opinion of Goodwin Procter LLP as to the legality of the shares
being offered
*23.1 Consent of KPMG LLP
*23.3 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
*24.1 Powers of Attorney (contained on signature page of registration
statement)
___________
* Filed herewith.
EXHIBIT 5.1
[LETTERHEAD OF GOODWIN PROCTER]
April 9, 2002
CIRCOR International, Inc.
35 Corporate Drive, Suite 290
Burlington, Massachusetts 01803-4244
Re: Legality of Securities to be Registered Under Registration
Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished in connection with the registration statement
on Form S-3 (the "Registration Statement") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of the
sale of up to an aggregate of 1,000,000 shares (the "Shares") of common stock,
par value $0.01 per share, of CIRCOR International, Inc., a Delaware corporation
(the "Company"), for the respective accounts of certain stockholders of the
Company.
In connection with rendering this opinion, we have examined (i) the
Restated Certificate of Incorporation of the Company, as amended, as on file
with the Secretary of State of the State of Delaware, (ii) the Amended and
Restated By-laws of the Company, as amended, (iii) such records of the corporate
proceedings of the Company as we deemed material, (iv) the Registration
Statement and the exhibits thereto, and (v) such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as certified, photostatic or facsimile copies, the authenticity
of the originals of such copies and the authenticity of telephonic confirmations
of public officials and others. As to facts material to our opinion, we have
relied upon certificates or telephonic confirmations of public officials and
certificates, documents, statements and other information of the Company or
representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts and the Delaware General Corporation Law, and also express no
opinion with respect to the blue sky or securities laws of any state, including
Massachusetts and Delaware.
Based upon the foregoing, we are of the opinion that the Shares are
validly issued, fully paid and nonassessable under the Delaware General
Corporation Law.
CIRCOR International, Inc.
April 9, 2002
Page 2
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the reference therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
This opinion shall be interpreted in accordance with the Legal Opinion
Principles issued by the Committee on Legal Opinions of the American Bar
Association's Business Law Section as published in 53 Business Lawyer 831 (May
1998).
Sincerely,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
We consent to incorporation by reference herein of our report dated February 5,
2002 relating to the consolidated balance sheets of CIRCOR International, Inc.
and subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of operations, cash flows, and shareholder's equity for the years
ended December 31, 2001 and 2000, the six months ended December 31, 1999 and the
fiscal year ended June 30, 1999, which report appears in the December 31, 2001
annual report on Form 10-K of CIRCOR International, Inc., and to the reference
to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
Boston, Massachusetts
April 9, 2002
