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): December 10, 2004
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
| DELAWARE | 001-14962 | 04-3477276 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) | (IRS employer identification no.) |
C/O CIRCOR, INC.
25 CORPORATE DRIVE, SUITE 130
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (Zip Code)
(781) 270-1200
(Registrant’s telephone number, including area code)
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 December 10, 2004, CIRCOR International, Inc. (the “Company”) issued a press release regarding an agreement to acquire the remaining forty percent interest in its Chinese joint venture, Suzhou KF Valve Company Ltd., located in Suzhou, China for $6.75 million. A copy of this press release is attached as Exhibit 99.1 hereto.
The information in this form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 ( the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 13, 2004 | CIRCOR INTERNATIONAL, INC. | |||
| /S/ Kenneth W. Smith | ||||
| By: | Kenneth W. Smith | |||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||
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| Exhibit No. |
Description | |
| 99.1 | Press release dated December 10, 2004 |
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EXHIBIT 99.1
PRESS RELEASE
| Contact: | Kenneth Smith | |
| Chief Financial Officer | ||
| CIRCOR International, Inc. | ||
| 781-270-1200 | ||
CIRCOR to Acquire Remaining 40% Interest in its Chinese Joint Venture
BURLINGTON, MA, December 10, 2004
CIRCOR International, Inc. [NYSE:CIR] a leading provider of valves and other fluid control devices for the instrumentation, thermal fluid and petrochemical markets, today announced that it has entered into an agreement to acquire the remaining 40% interest in its Chinese joint venture, Suzhou KF Valve Company Ltd. (SKVC). SKVC produces ball valves for CIRCOR’s petrochemical segment markets. Pursuant to the agreement, CIRCOR will pay $6.75 million to buy out the interest of its joint venture partner, Suzhou Valve Factory. Consummation of the transaction is subject to approval by relevant Chinese authorities and it is expected that such approval should be obtained during the first quarter of 2005. Upon completion of the transaction, CIRCOR will own 100% of SKVC.
CIRCOR’s Chairman, President and CEO, David A. Bloss, Sr., stated, “Since its inception in 1995, the SKVC operation has been extremely successful in achieving its goal of providing high quality ball valve products for our petrochemical customers worldwide. Having achieved ISO and American Petroleum Institute [API] certification, it has become a critical part of CIRCOR’s Petrochemical Products segment”. Mr. Bloss further stated, “Once SKVC is 100% owned, we plan on increasing capacity for the existing ball valve product line, expanding its capabilities into additional products and developing a sales and marketing base for the Asian market. We view this as a tremendous opportunity to capitalize on our well established base of operations in China”.
CIRCOR International, Inc. is a leading provider of valves and fluid control products that allow customers around the world to use fluids safely and efficiently in the instrumentation, thermal fluid regulation and petrochemical markets. CIRCOR’s executive headquarters are located at 25 Corporate Drive, Burlington, MA 01803.
This press release contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the Securities and Exchange Commission (SEC). The words “may,” “hope,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” and other expressions which are predictions of or indicate future events and trends and which do not relate to historical matters identify 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 Act. However, there may be events in the future that we are not able to accurately predict or control, and our actual
results, performance or achievements may differ materially from the expectations we describe in our forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the cyclicality and highly competitive nature of some of our end markets, changes in the price of and demand for oil and gas in both domestic and international markets, variability of raw material and component pricing, fluctuations in foreign currency exchange rates, and our ability to continue operating our manufacturing facilities at efficient levels and to successfully implement our acquisition strategy. We advise you to read further about these and other risk factors set forth under the caption “Certain Risk Factors That May Affect Future Results” in our SEC filings. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.