Colfax Corporation (NYSE:CFX) Files An 8-K Entry into a Material Definitive Agreement

Colfax Corporation (NYSE:CFX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

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Entry into a Material Definitive Agreement.

On December 11, 2017, in connection with the issuance of the CIRCOR Shares, the Company and CIRCOR entered into a stockholder agreement (the “Stockholder Agreement”), setting forth the Company’s rights and obligations with respect to the CIRCOR Shares. The material terms and conditions of the Stockholder Agreement were described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 25, 2017, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Stockholder Agreement, which is attached as Exhibit 10.1 to this report.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2017 and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On December 11, 2017, the Company issued a press release announcing the closing of the transactions contemplated by the Purchase Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited pro forma financial information of the Company to give effect to the transactions contemplated by the Purchase Agreement is included in Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01(b).

(d) Exhibits.

Exhibit No.

Description

Stockholder Agreement, dated as of December 11, 2017, by and between CIRCOR International, Inc. and Colfax Corporation.*

Colfax Corporation press release dated December 11, 2017.

99.2

Pro forma financial information of Colfax Corporation.

*Schedules and similar attachments to the agreement have been omitted to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules and similar attachments upon request by the SEC.


Colfax CORP Exhibit
EX-10.1 2 s001994x1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1   EXECUTION VERSION   STOCKHOLDERS AGREEMENT This Stockholders Agreement (this “Agreement”) is dated and effective as of December 11,…
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About Colfax Corporation (NYSE:CFX)

Colfax Corporation is an industrial manufacturing and engineering company. The Company provides gas and fluid-handling and fabrication technology products and services to commercial and governmental customers around the world under Howden, ESAB and Colfax Fluid Handling brand names. The Company’s segments include Gas and Fluid Handling, and Fabrication Technology. The Gas and Fluid Handling segment supplies a range of products, including heavy-duty centrifugal and axial fans, rotary heat exchangers, gas compressors, pumps, fluid-handling systems and controls and specialty valves, which serves customers in the power generation, oil, gas and petrochemical, mining, marine (including defense), and general industrial and other end markets. The Fabrication technology segment develops, manufactures and supplies consumable products and equipment for the cutting and joining of steels, aluminum, and other metals and metal alloys.

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