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CIR > SEC Filings for CIR > Form 8-K on 28-Sep-2009All Recent SEC Filings

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Form 8-K for CIRCOR INTERNATIONAL INC


28-Sep-2009

Entry into a Material Definitive Agreement, Termination of a Material De


Item 1.01. Entry into a Material Definitive Agreement.

On September 22, 2009, the Board of Directors of CIRCOR International, Inc. (the "Company") renewed its shareholder rights plan, as set forth in the Shareholder Rights Agreement, dated September 23, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the "Rights Agreement"). The following description of the terms of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement which is attached hereto as an exhibit and is incorporated herein by reference.

Pursuant to the terms of the Rights Agreement, the Board of Directors declared a dividend distribution of one Preferred Stock Purchase Right (a "Right") for each outstanding share of common stock, par value $0.01 per share, of the Company (the "Common Stock") to stockholders of record as of the close of business on September 24, 2009 (the "Record Date"). In addition, one Right will automatically attach to each share of Common Stock issued between the Record Date and the Distribution Date (as hereinafter defined). Each Right entitles the registered holder thereof to purchase from the Company a unit consisting of one ten-thousandth of a share (a "Unit") of Series A Junior Participating Cumulative Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a cash exercise price of $115.00 per Unit (the "Exercise Price"), subject to adjustment, under certain conditions specified in the Rights Agreement and summarized below.

Initially, the Rights are not exercisable and are attached to and trade with all shares of Common Stock outstanding as of, and issued subsequent to, the Record Date. The Rights will separate from the Common Stock and will become exercisable upon the earlier of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more of the outstanding shares of Common Stock (20% in the case of passive institutional investors), other than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of said announcement being referred to as the "Stock Acquisition Date"), or (ii) the close of business on the tenth business day (or such later day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its consummation in a person or group becoming the beneficial owner of 15% or more of the outstanding shares of Common Stock (20% in the case of passive institutional investors) (the earlier of such dates being herein referred to as the "Distribution Date").

Notwithstanding the foregoing, with respect to any person who beneficially owns (for purposes of the Rights Agreement) 15% or more of the outstanding shares of Common Stock (20% in the case of passive institutional investors) as of 4:15
p.m. Boston, Massachusetts time, on September 23, 2009 (such person being referred to in the Rights Agreement as a "Grandfathered Person"), the Distribution Date will not occur unless such Grandfathered Person has acquired beneficial ownership of shares of Common Stock representing an additional 1/2% of the outstanding shares of Common Stock.


In the event that a Stock Acquisition Date occurs, proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of Units of Preferred Stock, that number of shares of Common Stock of the Company (or, in certain circumstances, including if there are insufficient shares of Common Stock to permit the exercise in full of the Rights, Units of Preferred Stock, other securities, cash or property, or any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as the "Subscription Right"). In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in connection with such merger, all or part of the shares of Common Stock are changed into or exchanged for stock or other securities of any other person or cash or any other property, or (iii) 50% or more of the Company's assets or earning power is sold, mortgaged or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the Exercise Price of the Right (such right being referred to as the "Merger Right"). The holder of a Right will continue to have the Merger Right whether or not such holder has exercised the Subscription Right. Rights that are or were beneficially owned by an Acquiring Person may (under certain circumstances specified in the Rights Agreement) become null and void.

The Rights may be redeemed in whole, but not in part, at a price of $0.001 per . . .



Item 1.02. Termination of a Material Definitive Agreement.

On September 23, 2009, that certain Shareholder Rights Agreement, dated as of September 16, 1999, as amended on November 1, 2002 and further amended on November 2, 2006 (as amended, the "1999 Rights Agreement"), by and between the Company and American Stock Transfer & Trust Company, LLC (as successor rights agent to BankBoston, N.A.), as Rights Agent, was further amended to amend the expiration date so that the 1999 Rights Agreement terminated as of the close of business on September 23, 2009.

A copy of the amendment has been filed as an exhibit to the Company's Registration Statement on Form 8-A/A, which was filed with the Securities and Exchange Commission on September 28, 2009, and which is incorporated herein by reference.



Item 3.03. Material Modification to Rights of Security Holders.

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.03.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 23, 2009, the Company filed an Amended and Restated Certificate of Designations which classifies and designates the Series A Junior Participating Cumulative Preferred Stock (the "Certificate of Designation") in connection with entering into the Rights Agreement. Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 5.03.

A copy of the Certificate of Designations has been filed as an exhibit to the Company's Registration Statement on Form 8-A, which was filed with the Securities and Exchange Commission on September 28, 2009, and which is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated 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, filed as an exhibit to the Company's Registration Statement on Form 8-A on September 28, 2009 and incorporated herein by reference.

4.1 Shareholder Rights Agreement, dated as of September 23, 2009, between CIRCOR International, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent, filed as an exhibit to the Company's Registration Statement on Form 8-A on September 28, 2009 and incorporated herein by reference.

4.2 Amendment No. 3, dated September 23, 2009, to Shareholder Rights Agreement, dated as of September 16, 1999, between CIRCOR International, Inc. and American Stock Transfer & Trust Company, LLC (as successor rights agent to BankBoston, N.A.), as Rights Agent, filed as an exhibit to the Company's Registration Statement on Form 8-A/A on September 28, 2009 and incorporated herein by reference.

99.1 Press Release issued on September 23, 2009.


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