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FET > SEC Filings for FET > Form 8-K on 12-Nov-2013All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On November 6, 2013, Forum Energy Technologies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, the selling stockholders named on Schedule 1 thereto (the "Selling Stockholders") and J.P. Morgan Securities LLC (the "Underwriter"), relating to the sale (the "Offering") by the Selling Stockholders to the Underwriter of an aggregate of 6,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock").

The material terms of the Offering are described in prospectus supplement no. 2, dated November 6, 2013, the prospectus supplement dated September 20, 2013 and the base prospectus dated September 20, 2013, as filed by the Company with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act") on November 8, 2013. The Offering is registered with the SEC pursuant to an effective registration statement on Form S-3 (File No. 333-191294) filed by the Company under the Securities Act with the SEC on September 20, 2013.

In the Underwriting Agreement, the Company and the Selling Stockholders each agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriter may be required to make because of any of those liabilities.

The Offering is expected to close on November 13, 2013, subject to customary closing conditions. The Company will not receive any proceeds from the Offering, and the number of outstanding shares of the Company's Common Stock will not change as a result of the Offering. Upon completion of the Offering, the Selling Stockholders will own approximately 39% of the Company's outstanding common stock.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Number                                    Description

1.1          Underwriting Agreement, dated November 6, 2013, by and among Forum
             Energy Technologies, Inc., the selling stockholders listed on Schedule
             1 thereto and J.P. Morgan Securities LLC.

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