UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2019
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-14962 | 04-3477276 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 30 CORPORATE DRIVE, SUITE 200 |
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| Burlington, | MA | 01803-4238 |
| (Address of principal executive offices and Zip Code) | (Zip Code) |
(781) 270-1200
(Registrant’s telephone number, including area code)
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | CIR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
On November 6, 2019, CIRCOR International, Inc. (the “Company”) issued a press release announcing preliminary financial results for the third quarter ended September 29, 2019. On November 12, 2019, the Company filed a Form 12b-25 with the Securities and Exchange Commission (the “SEC”) that included updated financial results for the third quarter ended September 29, 2019. On November 13, 2019, the Company filed a Form 10-Q with the SEC that included final financial results for the third quarter ended September 29, 2019. A copy of the press release issued on November 6, 2019, updated to reflect the final financial results contained in the Form 10-Q, is attached as Exhibit 99.1 to this Form 8-K/A. A copy of the investor presentation presented on November 6, 2019, updated to reflect the final financial results contained in the Form 10-Q is attached as Exhibit 99.2 to this Form 8-K/A.
The information in this item Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by special reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | Description |
| Press Release issued on November 6, 2019, updated to reflect final financial results for the third quarter ended September 29, 2019
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| Third Quarter 2019 Investor Review Presentation, presented on November 6, 2019, updated to reflect final financial results for the third quarter ended September 29, 2019
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| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document
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| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document
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| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document
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| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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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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| | CIRCOR INTERNATIONAL, INC. |
| November 14, 2019 | /s/ Chadi Chahine |
| | Chadi Chahine |
| | Senior Vice President and Chief Financial Officer |
