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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CIRCOR International Inc | NYSE:CIR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 56.00 | 0 | 01:00:00 |
Delaware
|
04-3477276
|
|||
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification No.)
|
Large accelerated filer [X]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Title of Each Class of
Securities to be Registered (1)
|
Amount to
be
Registered
(1)
|
Proposed
Maximum
Offering
Price Per
Share (2)
|
Proposed
Maximum
Aggregate
Offering Price
(2)
|
Amount of
Registration Fee
|
Common Stock, par value $0.01 per share (the “Common Stock”)
|
200,000 Shares
|
$53.66
|
$10,732,000.00
|
$1,463.85
|
(a)
|
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012;
|
(b)
|
The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013;
|
(c)
|
The Registrant’s Current Reports on Form 8-K, as filed with the Commission on April 15, 2013 (excluding Item 7.01 and Exhibits 99.1 and 99.2) and May 3, 2013; and
|
(d)
|
The description of the Company’s Common Stock contained in the Company’s Registration Statement filed under the Exchange Act on Form 10/A-2, dated October 6, 1999, and any amendment or report filed for the purpose of further updating such descriptions.
|
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(b)
|
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
CIRCOR INTERNATIONAL, INC
|
|
By:
/s/ Frederic M. Burditt
|
|
Frederic M. Burditt
Vice President, Chief Financial Officer
|
SIGNATURE
|
TITLE(S)
|
DATE
|
/s/ Scott A. Buckhout
|
President and Chief Executive Officer
|
July 30, 2013
|
Scott A. Buckhout
|
(Principal Executive Officer) and Director
|
|
/s/ Frederic M. Burditt
Frederic M. Burditt
|
Vice President, Chief Financial Officer (Principal Financial Officer)
|
July 30, 2013
|
/s/ John F. Kober
John F. Kober
|
Vice President, Corporate Controller and Treasurer (Principal Accounting Officer)
|
July 30, 2013
|
/s/ David F. Dietz
|
Chairman of the Board of Directors
|
July 30, 2013
|
David F. Dietz
|
||
/s/ Jerome D. Brady
|
Director
|
July 30, 2013
|
Jerome D. Brady
|
||
/s/ Douglas M. Hayes
|
Director
|
July 30, 2013
|
Douglas M. Hayes
|
||
/s/ Norman E. Johnson
|
Director
|
July 30, 2013
|
Norman E. Johnson
|
||
/s/ John A. O'Donnell
|
Director
|
July 30, 2013
|
John A. O’Donnell
|
||
/s/ Peter M. Wilver
|
Director
|
July 30, 2013
|
Peter M. Wilver
|
Exhibit No.
|
Description of Exhibit
|
4.1
|
Amended and Restated Certificate of Incorporation of CIRCOR International, Inc., is incorporated herein by reference to Exhibit 3.1 to Registrant’s Form 10-Q filed with the Commission on October 29, 2009.
|
4.2
|
Amended and Restated By-Laws of CIRCOR International, Inc., is incorporated herein by reference to Exhibit 3.2 to Registrant’s Form 10-K filed with the Commission on February 26, 2009.
|
10.1
|
Stock Option Inducement Award filed as Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the Commission on April 15, 2013.
|
5.1
|
Opinion of McDermott Will & Emery LLP (filed herewith).
|
23.1
|
Consent of Grant Thornton LLP (filed herewith).
|
23.2
|
Consent of McDermott Will & Emery LLP (included in opinion filed as Exhibit 5.1).
|
24.1
|
Power of Attorney (included as part of the signature pages to this registration statement).
|
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