UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
PMFG, INC.
(Exact Name Of Registrant As Specified In Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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333-148577
(Commission
File Number)
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51-0661574
(I.R.S. Employer
Identification No.) |
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(214) 357-6181
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)) |
TABLE OF CONTENTS
Item 3.03. Material Modifications to Rights of Security Holders.
On
August 15, 2008, Peerless Mfg. Co. (
“Peerless”) completed its previously announced holding
company reorganization (the
“Reorganization”). In the Reorganization, Peerless, a Texas
corporation, became a wholly owned subsidiary of PMFG, Inc. (
“PMFG”), a Delaware corporation. The
Reorganization was effected through a merger pursuant to an Agreement and
Plan of Merger, dated as
of
January 10, 2008, by and among Peerless, PMFG and PMFG Merger Sub, Inc. As a result of the
Reorganization, each outstanding share of common stock, $1.00 par value per share, of Peerless
(
“Peerless Common Stock”) was automatically converted into two shares of common stock, $0.01 par
value per share, of PMFG (
“PMFG Common Stock”). The rights of PMFG Common Stock and Peerless
Common Stock are described in the Registration Statement on Form S-4, File No.
333-148577, filed by
PMFG with the Securities and Exchange Commission.
In
addition, as previously announced, PMFG’s board of directors approved a new rights plan, pursuant to the terms of a
Rights Agreement, dated as of
August 15, 2008 (the
“Rights Agreement”), between PMFG and Mellon
Investor Services LLC, as rights agent. Under the
Rights Agreement, PMFG issued rights to purchase
1/100th of a share of PMFG Common Stock at a discounted price if a person or group (other than
certain institutional investors specified in the rights plan) acquires beneficial ownership of
20 percent or more of the outstanding shares of PMFG Common Stock. Rights held by those that
exceed the 20 percent threshold will be void. The rights plan also includes an exchange option.
In general, after the rights become exercisable, PMFG’s board of directors may, at its discretion,
effect an exchange of part or all of the rights (other than rights that have become void) for
shares of PMFG Common Stock. Under this option, PMFG would issue one share of PMFG Common Stock for
each right, subject to adjustment in certain circumstances.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Reorganization, pursuant to an Assignment and Assumption Agreement,
dated
August 15, 2008 (the
“Assumption Agreement”), PMFG assumed three of Peerless’
shareholder-approved equity incentive plans, all outstanding awards under the plans and employment
agreements between Peerless and some of its executive officers. PMFG’s board of directors also
approved amendments to the plans to reflect changes as a result of the Reorganization. Future
awards will only be made under the PMFG, Inc. 2007 Stock Incentive Plan (the
“2007 Plan”). The
number of shares authorized for issuance under the 2007 Plan was not increased as a result of the
Reorganization, except to reflect the two-for-one share conversion. Outstanding awards under all
three plans will continue in effect in accordance with the terms and conditions of the applicable
plan except that (1) PMFG Common Stock has been substituted for Peerless Common Stock and (2) the
number of shares subject to awards and exercise prices for option awards have been adjusted for the
two-for-one share conversion in the Reorganization.
The foregoing descriptions of the plans and the Assumption Agreement are not complete and are
qualified in their entirety by reference to the full text of the plans and the Assumption
Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated
herein by reference.
Item 8.01. Other Events.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), PMFG Common Stock is deemed to be registered under Section 12(b) of the Exchange Act because
PMFG is the successor issuer of Peerless.
PMFG Common Stock will be listed on the Nasdaq Global Market. PMFG expects that shares of
PMFG Common Stock will begin trading on Monday,
August 18, 2008 under the symbol
“PMFG,” the same
symbol under which Peerless Common Stock was previously listed and traded. Beginning at that time,
PMFG Common Stock will trade as adjusted, giving effect to the Reorganization, including the effect
of the two-for-one conversion of shares. Peerless Common Stock will cease to trade as a result of
the Reorganization.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
3.1
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Amended and Restated Certificate of Incorporation of PMFG, Inc. |
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3.2
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Amended and Restated Bylaws of PMFG, Inc. |
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4.1
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Rights Agreement, dated August 15, 2008, between PMFG, Inc.
and Mellon Investor Services LLC, as rights agent (filed as
Exhibit 4.1 to our Registration Statement on Form 8-A filed on
August 15, 2008 and incorporated herein by reference) |
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10.1
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1995 Stock Option and Restricted Stock Plan for Employees of
Peerless Mfg. Co. (as amended and restated as of August 15,
2008) |
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10.2
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2001 Stock Option and Restricted Stock Plan for Employees of
Peerless Mfg. Co. (as amended and restated as of August 15,
2008) |
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10.3
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PMFG, Inc. 2007 Stock Incentive Plan (as amended and restated
as of August 15, 2008) |
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10.4
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Assignment and Assumption Agreement, dated August 15, 2008,
between PMFG, Inc. and Peerless Mfg. Co. |
