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CFX > SEC Filings for CFX > Form 8-K on 20-Feb-2014All Recent SEC Filings

Show all filings for COLFAX CORP

Form 8-K for COLFAX CORP


20-Feb-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On February 20, 2014, Colfax Corporation (the "Company") issued and sold 9,200,000 shares of its common stock, par value $0.001 per share (the "Shares") at a public offering price of $68.75 per share, pursuant to an underwriting agreement, dated February 13, 2014 (the "Underwriting Agreement"), among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters listed on Schedule A thereto. The Shares sold by the Company include Shares sold pursuant to the underwriters' full exercise of their option to purchase additional Shares. The offering of the Shares was registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-179650) (the "Registration Statement"). In connection with the offering of the Shares, the Company's executive officers, directors and certain significant stockholders have entered into 90-day lock-up agreements in substantially the form attached to the Underwriting Agreement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this report.

The opinion of Gibson, Dunn & Crutcher LLP, relating to the validity of the Shares offered and sold pursuant to the Underwriting Agreement, is filed as Exhibit 5.1 to this report. The Company is filing the Underwriting Agreement and the opinion as exhibits to this report for the purpose of incorporating them as exhibits to the Registration Statement.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

1.1 Underwriting Agreement, dated February 13, 2014, among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters listed on Schedule A thereto.

5.1 Opinion of Gibson, Dunn & Crutcher LLP.

23.1 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).


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