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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): September 1, 2009
FLOW INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
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001-34443
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91-1104842 |
(Commission File Number)
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(IRS Employer Identification No.) |
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23500 64th Avenue South, Kent, Washington
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98032 |
(Address of Principal Executive Offices)
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(Zip Code) |
(253) 850-3500
(Registrants Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On September 1, 2009, Flow International Corporation (the Company) entered into an underwriting
agreement (the Agreement) with Roth Capital Partners, LLC, as underwriter (the Underwriter),
relating to the public offering by the Company of 7,825,000 shares of Common Stock, par value $0.01 per share (the Common Stock), of the
Company at a public offering price of $2.10 per share. The Company also granted the Underwriter
the option to purchase up to 1,173,750 additional shares of Common Stock to cover over-allotments made in connection with the offering, if any.
The shares are expected to be delivered against payment therefor on September 8, 2009. The offering of the
shares was registered under the Securities Act of 1933, as amended (the Securities Act), pursuant
to the Companys shelf registration statement on Form S-3, as amended (File No. 333-160076) (the
Registration Statement). In connection with the offering,
the Company filed with the Commission a prospectus supplement, dated
September 1, 2009, relating to the offering described above. A copy
of the opinion of K&L Gates LLP relating to the legality of the
common stock to be sold in the offering is attached as Exhibit 5.1
hereto.
The above description of the Agreement is qualified in its entirety by reference to the full text
of the Agreement, a copy of which is incorporated herein by reference and is attached to this
Current Report on Form 8-K as Exhibit 1.1. In addition, the Agreement is incorporated by reference
as an exhibit to the Registration Statement. The Agreement contains representations and warranties
by each of the parties thereto. These representations and warranties have been made solely for the
benefit of the other party to the Agreement and:
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should not in all instances be treated as categorical statements of
fact, but rather as a way of allocating the risk to one of the parties
if those statements prove to be inaccurate; |
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have been qualified by disclosures that were made to the other party
in connection with the negotiation of the Agreement, which disclosures
are not necessarily reflected in the Agreement; |
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may apply standards of materiality in a way that is different from
what may be viewed as material to you or other investors; and |
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were made only as of the date of the Agreement or such other date or
dates as may be specified in the Agreement and are subject to more
recent developments. |
Accordingly, these representations and warranties may not describe the actual state of affairs as
of the date they were made or at any other time. The Company acknowledges that, notwithstanding the
inclusion of the foregoing cautionary statements, it is responsible for considering whether
additional specific disclosures of material information regarding material contractual provisions
are required to make the statements in this Form 8-K not misleading. Additional information about
the Company may be found elsewhere in the Companys other public filings, which are available
without charge through the SECs website at http://www.sec.gov.
Item 7.01 Regulation FD Disclosure.
On September 1, 2009, the Company issued a press release announcing the amount and pricing of its
public offering of shares of its Common Stock. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these shares in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any state. Any offering will be made only through a prospectus supplement and accompanying
prospectus.
The information reported under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1
attached hereto, 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 liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation language in such
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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Description |
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1.1
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Underwriting Agreement dated September 1, 2009 |
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5.1
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Opinion of K&L Gates LLP |
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23.1
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Consent of K&L Gates LLP (included in Exhibit 5.1) |
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99.1
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Press release dated September 1, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FLOW INTERNATIONAL CORPORATION
(Registrant)
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Date: September 2, 2009 |
By: |
/s/ John S. Leness
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John S. Leness |
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General Counsel and Secretary |
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