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Colfax CORP · FWP · Colfax CORP · On 4/25/08

Filed On 4/25/08 4:35pm ET   ·   SEC File 333-148486   ·   Accession Number 1193125-8-91084

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/25/08  Colfax CORP                       FWP                    1:248  Colfax CORP                       RR Donnelley/FA

Free Writing Prospectus   ·   Rule 163/433
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                             HTML  1,664K 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Prospectus Summary
"German Translation of the Prospectus Summary
"Risk Factors
"Special Note Regarding Forward-Looking Statements
"Industry and Market Data
"Use of Proceeds
"Dividend Policy
"Capitalization
"Dilution
"Selected Consolidated Financial and Other Data
"Management s Discussion and Analysis of Financial Condition and Results of Operations
"Business
"Management
"Certain Relationships and Related Party Transactions
"Principal and Selling Stockholders
"Description of Capital Stock
"Shares of Common Stock Eligible for Future Sale
"Material United States Federal Tax Considerations for Non-United States Holders
"Material German Tax Considerations
"Material Swedish Tax Considerations
"The Offering
"Underwriting
"Legal Matters
"Experts
"Where You Can Find More Information
"Additional Information
"Index to Financial Statements
"Report of Independent Registered Public Accounting Firm
"Consolidated Balance Sheets
"Consolidated Statements of Operations and Comprehensive Income (Loss)
"Consolidated Changes in Shareholders Equity (Deficit)
"Consolidated Statements of Cash Flows
"Notes to Consolidated Financial Statements
"Schedule II Valuation and Qualifying Accounts
"Signature Page

This is an EDGAR HTML document rendered as filed.  [ Alternative Formats ]


  Free Writing Prospectus  
Table of Contents

Issuer Free Writing Prospectus
Dated April 25, 2008
Filed Pursuant to Rule 433
Registration Statement No. 333-148486

This document comprises a prospectus relating to Colfax Corporation and has been approved on April 25, 2008 by the German Financial Supervisory Authority (BaFin) in accordance with section 13 of the German Securities Prospectus Act (Wertpapierprospektgesetz) which implemented the Prospectus Directive for the purposes of an offer of shares of our common stock to the public in Germany. Colfax Corporation has applied to BaFin to provide the Swedish Financial Supervisory Authority (Finansinspektionen) with a certificate of approval attesting that the prospectus has been drawn up in accordance with the German Securities Prospectus Act for purposes of a simultaneous offer of shares of our common stock to the public in Sweden. The shares of common stock are offered by Colfax Corporation and by the selling stockholders identified in this prospectus. After pricing of the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol “CFX”.

Picture -- LOGO

Prospectus

for

the public offering of

up to 21,562,500 shares of common stock

including up to 2,812,500 shares of common stock

in connection with potential overallotments

with an expected public offering price between $15.00 and $17.00

of

Colfax Corporation

Richmond, Virginia, United States of America

CUSIP: 194014 106

International Securities Identification Number (ISIN): US1940141062

Merrill Lynch & Co.

Lehman Brothers

UBS Investment Bank

 

 

 

Robert W.

Baird & Co.

  Banc of America Securities LLC   Deutsche Bank Securities  

KeyBanc

Capital Markets

April 25, 2008

We have filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (SEC) in connection with the offering of shares of our common stock in the United States (Registration No. 333-148486). Before you invest, you should read the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, any underwriter participating in the offering will arrange to send you the prospectus, which you may request by calling 1- 212 449 1000.

A copy of the most recent prospectus that satisfies the requirements of the SEC can be found at the following URL link: http://www.totalmerrill.com/publish/mkt/prospectus/pdfs/red_cfx.pdf

Neither the SEC nor any state securities commission in the United States has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense in the United States.


Table of Contents

 TABLE OF CONTENTS

 

     Page

Prospectus Summary

   1

German Translation of the Prospectus Summary

   14

Risk Factors

   30

Special Note Regarding Forward-Looking Statements

   40

Industry and Market Data

   40

Use of Proceeds

   41

Dividend Policy

   42

Capitalization

   43

Dilution

   44

Selected Consolidated Financial and Other Data

   46

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   48

Business

   69

Management

   83

Certain Relationships and Related Party Transactions

   111

Principal and Selling Stockholders

   113

Description of Capital Stock

   116

Shares of Common Stock Eligible for Future Sale

   122

Material United States Federal Tax Considerations for Non-United States Holders

   124

Material German Tax Considerations

   127

Material Swedish Tax Considerations

   131

The Offering

   133

Underwriting

   137

Legal Matters

   143

Experts

   143

Where You Can Find More Information

   143

Additional Information

   145

Index to Financial Statements

   F-1

Signature Page

   S-1

 

 

You should rely only on the information contained in this prospectus. We, the selling stockholders, and the underwriters have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Neither we nor the underwriters assume any obligation to update the information appearing in this prospectus, save as required by law (in particular, our obligation to publish supplements pursuant to section 16(1) of the German Securities Prospectus Act (Wertpapierprospektgesetz)).

 

 

Unless otherwise indicated, references in this prospectus to “Colfax,” the “company,” “we,” “our” and “us” refer to Colfax Corporation and its subsidiaries. In the prospectus, references to “United States” or “U.S.” are to the United States of America, references to “Germany” are to the Federal Republic of Germany and references to “Sweden” are to The Kingdom of Sweden. In this prospectus, references to “euro” or “€” are to the single currency which was introduced as of January 1, 1999 at the start of the third stage of European economic and monetary union, references to “U.S. dollars”, “USD” or “$” are to United States dollars and references to “SEK” are to Swedish Krona.

 

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 PROSPECTUS SUMMARY

The following summary is to be read as an introduction to this prospectus. This summary is qualified in its entirety by the more detailed information and the consolidated financial statements and related notes appearing elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section entitled “Risk Factors,” our consolidated financial statements and the related notes, before making an investment decision. Colfax Corporation assumes responsibility for the contents of the summary of this prospectus. Colfax Corporation can, however, only be held liable for the contents of the summary if the summary is misleading, incorrect or contradictory when read in conjunction with other sections of the prospectus. When asserting legal claims based on the information contained in the prospectus, an investor acting as plaintiff may have to bear the costs of translating the prospectus prior to commencement of the court case pursuant to the statutes of the individual member states of the European Economic Area.

Our Business

We are a global supplier of a broad range of fluid handling products, including pumps, fluid handling systems and specialty valves. We believe that we are a leading manufacturer of rotary positive displacement pumps, which include screw pumps, gear pumps and progressive cavity pumps. We have a global manufacturing footprint, with production facilities in Europe, North America and Asia, as well as worldwide sales and distribution channels. Our products serve a variety of applications in five strategic markets: commercial marine, oil and gas, power generation, global navy and general industrial. We design and engineer our products to high quality and reliability standards for use in critical fluid handling applications where performance is paramount. We also offer customized fluid handling solutions to meet individual customer needs based on our in-depth technical knowledge of the applications in which our products are used. Our products are marketed principally under the Allweiler, Fairmount, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren, and Zenith brand names. We believe that our brands are widely known and have a premium position in our industry. Allweiler, Houttuin, Imo and Warren are among the oldest and most recognized brands in the markets in which we participate, with Allweiler dating back to 1860.

We serve a global customer base across multiple markets through a combination of direct sales and marketing associates and third-party distribution channels. Our customer base is highly diversified and includes commercial, industrial, marine and governmental customers such as Alfa Laval, Cummins, General Dynamics, Hyundai Heavy Industries, Siemens, Solar Turbines, Thyssenkrupp, the U.S. Navy and various sovereign navies around the world. We have a large installed base, which, combined with the critical nature of the applications in which our products are used, leads to a tendency for our customers to replace “like for like” products. This tendency leads to significant aftermarket demand for replacement products as well as for spare parts and maintenance service.

We employ a comprehensive set of tools and processes known as the Colfax Business System, or CBS. CBS is a disciplined strategic planning and execution methodology designed to achieve excellence and world-class financial performance in all aspects of our business by focusing on the Voice of the Customer and continuously improving quality, delivery and cost.

We have an experienced management team that has established a focused industrial manufacturing business with strong market positions within the fluid handling industry. We believe we are well positioned to continue to grow by enhancing our product offerings and expanding our customer base in each of our strategic markets. We also have successfully completed and integrated several acquisitions and expect to continue to

 

 

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pursue acquisitions of complementary businesses that will broaden our product portfolio, expand our geographic footprint or enhance our position in our strategic markets.

Our Market Opportunity

The global fluid handling industry is highly fragmented, with over 10,000 companies competing across numerous markets and sectors of the economy. Because fluid handling products often are used in critical applications, we believe the most successful industry participants are those that have the technical capabilities to meet customer specifications, offer products with reputations for quality and reliability and can provide timely delivery and strong aftermarket support.

We believe there is strong growth potential for our products and services in our strategic markets, which are global in nature and have a need for highly engineered, critical fluid handling solutions. We believe that our global presence positions us to compete successfully in all of our markets throughout the world.

Our Competitive Strengths

We believe that the following competitive strengths position us as a premium provider of fluid handling products and will contribute to our future growth:

 

  Ÿ  

Strong Market Positions, Broad Product Portfolio and Leading Brands.    We believe that we are a leading manufacturer of rotary positive displacement pumps, which include screw pumps, gear pumps and progressive cavity pumps. We offer a broad portfolio of fluid handling products that fulfill critical needs of customers across numerous industries. Our brands are among the oldest and most recognized in the markets in which we participate.

 

  Ÿ  

Strong Application Expertise.    We believe that our reputation for quality and technical expertise positions us as a premium supplier of fluid handling products. With over 140 years of experience, we have significant expertise in designing and manufacturing fluid handling products that are used in critical applications, such as lubricating power generation turbines, transporting crude oil through pipelines and transferring heavy fuel oil in commercial marine vessels.

 

  Ÿ  

Extensive Global Sales, Distribution and Manufacturing Network.    We sell our products through over 300 direct sales and marketing associates and more than 450 authorized distributors in 79 countries. We believe that our global reach within the highly fragmented, worldwide fluid handling industry provides us with an ability to better serve our customers. Our European, North American and Asian manufacturing capabilities provide us with the ability to optimize material sourcing, transportation and production costs and lower foreign currency risk.

 

  Ÿ  

We Use CBS to Continuously Improve Our Business.    CBS is our business system designed to encourage a culture of continuous improvement in all aspects of our operations and strategic planning. Modeled on the Danaher Business System, CBS focuses on conducting root-cause analysis, developing process improvements and implementing sustainable systems. Our approach addresses the entire business, not just manufacturing operations.

 

  Ÿ  

Large Installed Base Generating Aftermarket Sales and Service.    With a product history dating back to 1860, we have a significant installed base across numerous industries. Because of the critical applications in which our products are used and the high quality and reliability of our products, we believe there is a tendency for our customers to replace “like for like” products. This tendency leads to significant aftermarket demand for replacement products as well as spare parts and for repair and maintenance service. In the year ended December 31, 2007, we estimate that approximately 25% of our revenues were derived from aftermarket sales and services.

 

 

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  Ÿ  

Broad and Diverse Customer Base.    Our customer base spans numerous industries and is geographically diverse. Approximately 66% of our sales in 2007 were derived from operations outside of the U.S. In addition, no single customer represented more than 3% of our sales during that period.

 

  Ÿ  

Management Team with Extensive Industry Experience and Focus on Strategic Development.    We are led by a senior management team with an average of over 20 years of experience in industrial manufacturing. John A. Young, our President and Chief Executive Officer, is one of our founders and played a key role in developing the acquisition strategy that formed our company. Since 1995, as part of this strategy, we have acquired 12 companies and divested businesses that do not fit within our long-term growth strategy.

Our Growth Strategy

We intend to continue to increase our sales, expand our geographic reach, broaden our product offerings and improve our profitability through the following strategies:

 

  Ÿ  

Apply CBS to Drive Profitable Sales Growth and Increase Shareholder Value.    The core element of our management philosophy is CBS, which we implement in each of our businesses. CBS is a strategic planning and execution methodology designed to achieve world-class excellence in all aspects of our business. CBS focuses our organization on continuous improvement and performance goals by empowering our associates to develop innovative strategies to meet customer needs. Rather than a static process, CBS continues to evolve as we benchmark ourselves against best-in-class industrial companies.

 

  Ÿ  

Execute Market Focused Strategies.    We believe that our five strategic markets are attractive due to their ongoing capital expenditure requirements, growth rates and global nature.

 

  Ÿ  

Commercial Marine—We intend to continue to increase our installed base of products and grow our aftermarket sales and service revenues. We also intend to expand our capabilities in the Asia Pacific region by utilizing our Chinese and Indian facilities to offer locally manufactured products, reduce production costs and provide local customer service and support.

 

  Ÿ  

Oil and Gas—We intend to continue our strategy of offering oil and gas customers increased efficiency and lower total cost of ownership by replacing legacy products currently in use with our more efficient products. We also intend to capture the growing need for complex turnkey systems through the development of solutions that can undertake the difficult task of handling varying mixtures of heavy crude oil, natural gas and water at the same time. We intend to continue to target the fast growing oil and gas markets around the world, including Asia and developing nations.

 

  Ÿ  

Power Generation—We intend to use our extensive expertise in power generation applications to continue our growth as a provider of turnkey systems in this market. We also intend to use our global presence to strengthen relationships with large original equipment manufacturers.

 

  Ÿ  

Global Navy—We intend to continue to design, develop and manufacture high value fluid handling systems to meet the needs of evolving naval requirements worldwide. For example, we are currently working with the U.S. Navy to incorporate advanced electronics and controls into our products, and we are also focused on expanding our repair and service capabilities for naval customers.

 

 

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  Ÿ  

General Industrial—We intend to continue to apply our application expertise to supply our customers in diverse industries such as chemicals, pulp and paper processing and commercial construction with a portfolio of products that can solve their most critical fluid handling needs. We also intend to grow our presence in the general industrial market by targeting new applications for our existing products, deploying regionally focused strategies and utilizing our global presence and sales channels to sell our solutions worldwide.

 

  Ÿ  

Target Fast Growing Regions by Leveraging Our Global Manufacturing, Sales and Distribution Network.    We intend to continue to utilize our strong global presence and worldwide network of distributors to capitalize on growth opportunities by selling regionally developed and marketed products and solutions throughout the world. As our customers have become increasingly global in scope, we have increased our global reach to serve our customers by maintaining a local presence in numerous markets and investing in sales and marketing capabilities worldwide. For example, we have recently expanded our manufacturing capabilities by establishing a plant in China and acquiring an Indian manufacturer of fluid handling products.

 

  Ÿ  

Develop New Products, Applications and Technologies.    We will continue to engineer our key products to meet the needs of new and existing customers and also to improve our existing product offerings to strengthen our market position. We intend to develop technological, or “SMART,” solutions, which incorporate advanced electronics, sensors and controls, through the use of our Voice of the Customer process to solve specific customer needs. We believe our SMART solutions will reduce our customers’ total cost of ownership by providing real-time diagnostic capabilities to minimize downtime, increase operational efficiency and avoid unnecessary costs.

 

  Ÿ  

Grow Our Offerings of Systems and Solutions.    We will continue to provide high value added fluid handling solutions by utilizing our engineering and application expertise and our brand recognition and sales channels to drive incremental revenue. We intend to establish regional system manufacturing capabilities to address our customers’ desire to purchase turnkey modules and their preference for outsourced assembly. Part of our strategy is to continue to seek a greater share of overall project value by providing complete systems and solutions, particularly where we control project design.

 

  Ÿ  

Continue to Pursue Strategic Acquisitions that Complement Our Platform.    We believe that the fragmented nature of the fluid handling industry presents substantial consolidation and growth opportunities for companies with access to capital and the management expertise to execute a disciplined acquisition and integration program. We believe that we can identify a number of attractive acquisition candidates in the future and that strategic acquisition growth will give us a competitive advantage over small competitors through greater purchasing power, a larger global sales and distribution network and a broader portfolio of products and services.

 

 

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Other Information

Company Information

We were organized as a Delaware corporation in 1998. Our principal executive offices are located at 8730 Stony Point Parkway, Suite 150, Richmond, Virginia 23235, United States, and our main telephone number at that address is +1 (804) 560-4070. Our corporate website address is www.colfaxcorp.com. The contents of our website are not a part of this prospectus.

Management

Upon completion of this offering, we will have an authorized board of directors consisting of 8 members, a majority of whom will be independent.

The following table lists our current executive officers, directors, key employees and those who will become executive officers and directors upon consummation of the offering.

 

Name

  

Position

John A. Young

   President and Chief Executive Officer and Director

G. Scott Faison

   Senior Vice President, Finance and Chief Financial Officer

Thomas M. O’Brien

   Senior Vice President, General Counsel and Secretary

Michael K. Dwyer

   Senior Vice President, General Manager - Asia Pacific

Steven W. Weidenmuller

   Senior Vice President, Human Resources

Joseph B. Niemann

   Senior Vice President, Marketing and Strategic Planning

William E. Roller

   Senior Vice President, General Manager - Americas

Mario E. DiDomenico

   Senior Vice President, General Manager - Engineered Products

Dr. Michael Matros

   Senior Vice President, General Manager - Allweiler

Mitchell P. Rales

   Director

Steven M. Rales(1)

   Director

Patrick W. Allender

   Director Nominee

C. Scott Brannan

   Director Nominee

Joseph O. Bunting III

   Director Nominee and Vice President

Thomas S. Gayner

   Director Nominee

Clay Kiefaber

   Director Nominee

Rajiv Vinnakota

   Director Nominee

 

(1)   Steven M. Rales has submitted his resignation as a director effective immediately prior to the effective time of the registration statement.

Auditors

Our auditors are Ernst & Young LLP, an independent registered public accounting firm, One James Center, Suite 1000, 901 E. Cary Street, Richmond, VA, 23219, United States of America.

Share Capital

Upon the completion of this offering, our authorized capital stock will consist of 200,000,000 shares of common stock, $ 0.001 par value per share and 10,000,000 shares of preferred stock, $ 0.001 par value per share. Immediately after the completion of the offering, 41,229,588 shares of common stock and no shares of preferred stock will be outstanding.

 

 

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Related Party Transactions

Upon completion of this offering, we intend to adopt a related person transactions policy pursuant to which our executive officers, directors and principal stockholders, including their immediate family members, will not be permitted to enter into a related person transaction with us without the consent of our audit committee, another independent committee of our board of directors or the full board.

We pay a quarterly management fee of $250,000 to Colfax Towers, Inc., an entity that is wholly owned by Mitchell Rales and Steven Rales. Joseph Bunting, currently a Vice President and a director nominee, serves as an officer of Colfax Towers. Payment of this management fee is to be discontinued following this offering. In April 2005, in connection with the sale of our power transmission business, we redeemed shares of our Series A Convertible Preferred Stock from each of Mitchell Rales and Steven Rales for an aggregate price of $82,000,000. We have entered into a registration rights agreement, dated May 30, 2003 with two of our directors and principal stockholders Mitchell Rales and Steven Rales, pursuant to which they are entitled to rights with respect to the registration of certain of their shares following this offering under the Securities Act. We have entered into an amended and restated stockholders’ agreement with a number of our stockholders, which terminates by its terms upon the completion of this offering. We have agreed to reimburse the selling stockholders, Mitchell and Steven Rales and certain entities wholly owned by them, for the underwriting discount on the shares sold by them. We have further agreed to pay to our selling stockholders certain declared but unpaid dividends out of the proceeds of this offering. We intend to enter into indemnification agreements with our directors and executive officers.

Trademarks

We have rights to a variety of trade names, service marks and trademarks for use in our business, including Colfax, Allweiler, Fairmount, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith in the U.S. and, where appropriate, in other countries. This prospectus also includes product names and other trade names and service marks owned by us and other companies. The trade names and service marks of other companies are the property of those other companies.

 

 

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The Offering

 

Common stock offered by us

7,825,947 shares(1)

 

Common stock offered by the selling stockholders

10,924,053 shares(1)

 

  The offering consists of a public offering of the shares in the United States, Germany and Sweden, and an international private placement elsewhere. The public offering in Germany and Sweden covered by this prospectus consists solely of an offering of our common stock to our employees as well as to certain distributors, customers, business associates and related persons in a process called “Reserved Share Offering.”

 

Common stock outstanding after the offering

41,229,588 shares

 

Initial public offering price; price range

The initial public offering price will be determined following the expiration of the bookbuilding period and is expected to take place on or about May 7, 2008. The price range within which institutional investors may submit purchase orders in the bookbuilding process is intended to be $15.00 to $17.00.

 

  For purposes of the Reserved Share Offering, the initial public offering price is expected to be published in the Frankfurter Allgemeine Zeitung, a newspaper of record in Frankfurt am Main, as soon as practicable after the pricing date, in compliance with the German Securities Prospectus Act.

 

Use of proceeds

We estimate that our net proceeds from this offering will be approximately $111.3 million based on the midpoint of the price range set forth on the cover page of this prospectus. We intend to use these net proceeds to repay $38.2 million of indebtedness outstanding under our credit facility, to pay dividends to existing preferred stockholders that have been declared but unpaid in the amount of $35.1 million, to pay special bonuses of approximately $22.5 million to certain of our executives under previously adopted executive compensation plans and approximately $11.8 million to reimburse the selling stockholders for the underwriting discount incurred on the shares sold by them in this offering. We also intend to declare a dividend payable from the proceeds of this offering to preferred stockholders of record immediately prior to the consummation of this offering. This dividend will accrue from January 1, 2008 through the consummation of this offering at a rate equal to LIBOR plus 2.5% of the original purchase price of our issued and outstanding preferred stock. Assuming a closing date of May 12, 2008 for this offering, the amount of this dividend would be $3.7 million. We intend to use the balance, if any, of the proceeds for working capital and other general corporate purposes.

 

 

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We will not receive any of the proceeds from the sale of shares by the selling stockholders.

Affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated, which we refer to as Merrill Lynch, UBS Securities LLC and Banc of America Securities LLC, underwriters in this offering, are parties to our credit facility. The affiliates of Merrill Lynch and Banc of America Securities LLC will receive approximately $3.6 million and $1.5 million, respectively, of the proceeds used to pay a portion of the indebtedness outstanding under our credit facility.

 

Reserved Share Offering

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 937,500 shares offered by this prospectus for sale to some of our directors, officers, employees, distributors, customers, business associates and related persons. If these persons purchase reserved shares, this will reduce the number of shares available for sale to the general public. Any reserved shares that are not confirmed for purchase by 9:00 am New York time on the day following the day of the pricing of this offering will be offered by the underwriters to the general public on the same terms as the other shares.

 

  In order to participate in the Reserved Share Offering, you must have been indicated by us to the underwriters as being an eligible participant. All full time employees, to the extent permitted by applicable law, and certain other persons have been named by us as participants to the underwriters.

 

  The offer period for participants under the Reserved Share Offering is expected to be from the day after the publication date of this prospectus until May 7, 2008. If you have received notice from us that you are an eligible participant, you must submit your “indication of interest” on or before May 2, 2008 in accordance with the instructions contained therein, at which time the underwriters will open a brokerage account in your name.

 

  If shares have been allocated to you for purchase when we determine the initial public offering price, and you confirm your interest to purchase the shares, you will be responsible for payment no later than the closing date (expected to be May 12, 2008).

 

 

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Delivery and Settlement

Delivery of the allotted shares against payment of the initial public offering price and the customary securities commission is expected to take place on or about May 12, 2008.

 

Listing

We intend to list our common stock on the NYSE under the trading symbol “CFX.”

The number of shares outstanding after the offering includes 593,659 vested restricted stock units that will be granted upon consummation of this offering and excludes up to 5,906,341 remaining shares reserved for issuance under our 2008 omnibus incentive plan. Unless we indicate otherwise, the information in this prospectus:

 

  Ÿ  

reflects a 13,436.22841 - for -1 split of our outstanding common stock that occurred on April 21, 2008;

 

  Ÿ  

assumes the conversion of all of our outstanding preferred stock into common stock upon completion of this offering;

 

  Ÿ  

assumes the application of the net proceeds of this offering,

 

  Ÿ  

assumes the filing of our restated certificate of incorporation and the adoption of our amended and restated bylaws immediately before the completion of this offering;

 

  Ÿ  

assumes that the initial public offering price of the common stock will be $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and

 

  Ÿ  

assumes that the underwriters do not exercise their overallotment option to purchase up to an additional 2,812,500 shares from us.

 

(1)   The total number of shares being offered by us and the selling stockholders is 18,750,000, assuming no exercise of the underwriters’ overallotment option. While the total number of shares being offered will not change, the number of shares shown as being offered by the us (7,825,947) and the selling stockholders (10,924,053) is an estimate and may change based on the initial per share offering price. The estimated number of shares of common stock shown as being offered by us and the selling stockholders is based upon an assumed offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus. The number of shares offered by the selling stockholders is calculated by dividing $174.8 million (the original issue price of the preferred stock) by the initial per share offering price. The number of shares being offered by us is calculated by subtracting the number of shares offered by the selling stockholders from 18,750,000, the total number of shares being offered.

 

 

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Summary Consolidated Financial and Other Information

The following table sets forth our summary consolidated financial and other information as of the dates for the periods indicated. The financial data for each of the three years in the period ended December 31, 2007 are derived from our consolidated financial statements, which have been audited by Ernst & Young LLP.

You should read this information in conjunction with the consolidated financial statements and the notes to those consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

 

     Year ended December 31,  
Dollars in thousands, except per share amounts    2007     2006    2005  

Statement of Operations Data:

       

Net sales

   $ 506,305     $ 393,604    $ 345,478  

Cost of sales

     330,714       256,806      222,353  
                       

Gross profit

     175,591       136,798      123,125  

Selling, general and administrative expenses

     98,500       80,103      74,594  

Research and development expenses

     4,162       3,336      2,855  

Legacy asbestos (income) expense

     (50,346 )     33,816      18,112  
                       

Operating income

     123,275       19,543      27,564  

Interest expense

     19,246       14,186      9,026  

Provision for income taxes

     39,147       3,866      6,907  
                       

Income from continuing operations

     64,882       1,491      11,631  

Net income

     64,882       94      12,247  

Earnings (loss) per share from continuing operations—basic and diluted(1)

   $ 1.79     $ 0.07    $ (0.09 )

 

Dollars in thousands    As of December 31, 2007
   Actual    As Adjusted(2)

Balance Sheet Data:

     

Cash and cash equivalents

   $ 48,093    48,093

Goodwill and intangibles, net

     185,353    185,353

Asbestos insurance asset, including current portion

     305,228    305,228

Total assets

     896,540    896,540

Total current liabilities

     148,374    148,374

Asbestos liability, including current portion

     376,233    376,233

Total debt, including current portion

     206,493    168,367

 

     Year ended December 31,
Dollars in thousands    2007    2006    2005

Other Data:

        

EBITDA(3)(4)

   $ 138,514    $ 29,627    $ 39,610

 

(1) Computed based on income from continuing operations available to holders of common stock.
(2)  

As adjusted to give effect to our sale of common stock in this offering at an assumed offering price of $16.00 per share, which is the midpoint of the price range, and the receipt and application of the net proceeds thereof as described above in this prospectus summary under “The Offering—Use of Proceeds.”

 

 

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(3)   EBITDA includes legacy asbestos (income) expense of $(50,346), $33,816 and $18,112 for the years ended December 31, 2007, 2006 and 2005, respectively, and discontinued operations expense (income) of $1,397 and $(616) for the years ended December 31, 2006 and 2005, respectively.
(4)   We are presenting EBITDA because we believe that it provides useful information to investors about us, our business and our financial condition. We define EBITDA as net income before the effects of interest expense, taxes, depreciation and amortization. We believe EBITDA is useful to investors because it is one of the measures used by our board of directors and management to evaluate our business, including in our internal management reporting, budgeting and forecasting processes, in comparing our operating results across our business as well as to those of our competitors and other companies in our industry, as an internal profitability measure, as a component in evaluating our ability and the desirability of making capital expenditures and significant acquisitions and as an element in determining executive compensation. Further, EBITDA and similar measures are widely used by investors, rating agencies and securities analysts as a key measure to compare companies in our industry and debt-service capabilities.

 

       EBITDA is not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to net income or any other indicator of operating performance or as an alternative to cash flow from operating activities or any other measure of liquidity derived in accordance with GAAP. Because EBITDA is calculated before recurring cash charges including interest expense and taxes, and is not adjusted for capital expenditures or other recurring cash requirements of the business, it should not be considered as a measure of discretionary cash available to invest in the growth of the business. There are a number of material limitations to the use of EBITDA as an analytical tool, including the following:

 

  Ÿ  

EBITDA does not reflect our interest expense;

 

  Ÿ  

EBITDA does not reflect our tax expense or the cash requirements to pay our taxes; and

 

  Ÿ  

although depreciation and amortization are non-cash expenses in the period recorded, the assets being depreciated and amortized may have to be replaced in the future, and EBITDA does not reflect the cash requirements for such replacement.

We compensate for these limitations by relying primarily on our GAAP financial measures and by using EBITDA only supplementally. We believe that consideration of EBITDA, together with a careful review of our GAAP financial measures, is the most informed method of analyzing our company.

The following table reconciles net income to EBITDA:

 

     Year ended December 31,
Dollars in thousands    2007    2006    2005

Net income

   $ 64,882    $ 94    $ 12,247

Interest expense

     19,246      14,186      9,026

Provision for income taxes

     39,147      3,866      6,907

Depreciation and amortization

     15,239      11,481      11,430
                    

EBITDA

   $ 138,514    $ 29,627    $ 39,610
                    

Recent Developments

We estimate that our net sales for the three months ended March 28, 2008 were between $130.0 million and $131.0 million. We estimate that operating income(1) for the three months ended March 28, 2008 was between $14.6 million and $15.0 million. We estimate that orders for the three months ended March 28, 2008 were approximately $180.3 million and that our order backlog as of March 28, 2008 was approximately $353.6 million. Our estimates of the foregoing are based upon our preliminary analysis of anticipated results and actual results may be significantly different.

 

 

(1)

 

We estimate operating income includes approximately $3.4 million in legacy asbestos expense, which is comprised of $3.1 million in legal cost related to litigation against our asbestos insurers and $0.3 million in liability and defense cost related to asbestos claims.

 

 

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Summary of Risk Factors

We are exposed to several risks, one or more of which could severely impair the financial condition of Colfax. In summary, these are:

 

  Ÿ  

The majority of our sales are derived from international operations. We are subject to specific risks associated with international operations.

 

  Ÿ  

Significant movements in foreign currency exchange rates may harm our financial results.

 

  Ÿ  

We are dependent on the availability of raw materials, as well as parts and components used in our products.

 

  Ÿ  

The markets we serve are highly competitive and some of our competitors may have resources superior to ours. Responding to this competition could reduce our operating margins.

 

  Ÿ  

Acquisitions have formed a significant part of our growth strategy in the past and are expected to continue to do so. If we are unable to identify suitable acquisition candidates or integrate the businesses we acquire or realize the intended benefits, our growth strategy may not succeed. Acquisitions involve numerous risks, including risks related to integration and undisclosed or underestimated liabilities.

 

  Ÿ  

We may require additional capital to finance our growth. If the terms on which the additional capital is available are unsatisfactory or if the additional capital is not available at all, we may not be able to pursue our growth strategy.

 

  Ÿ  

A material disruption at any of our manufacturing facilities could adversely affect our ability to generate sales and meet customer demand.

 

  Ÿ  

Changes in the general economy and the cyclical nature of our markets could harm our operations and financial performance.

 

  Ÿ  

The loss of key management could have a material adverse effect on our ability to run our business.

 

  Ÿ