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): August 10, 2011
XERIUM TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32498 | 42-1558674 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8537 Six Forks Road, Suite 300, Raleigh, North Carolina 27615
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (919) 526-1400
(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):
| ¨ | 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)) |
| Item 7.01 | Regulation FD Disclosure. |
The information contained in this report, together with the exhibits attached hereto, under item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On August 10, 2011, Xerium Technologies, Inc. (the “Company”) conducted a conference call regarding its financial results for the quarter ended June 30, 2011. A transcript of the conference call is furnished as Exhibit 99.1 to this Form 8-K.
The Company discussed a presentation on the conference call, which was furnished as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 8, 2011 and is incorporated herein by reference as Exhibit 99.2. The Company’s press release, which was furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 8, 2011, is incorporated herein by reference as Exhibit 99.3. Reconciliations of non-GAAP financial measures discussed on the conference call and in the presentation are included as Exhibit 99.4. These reconciliations on non-GAAP financial measures have been posted on the Company’s website, and supersede those included in the Company’s Current Report on Form 8-K filed on August 8, 2011, which contained an error in the column headings.
The transcript of the conference call contains forward-looking statements involving risks and uncertainties, both known and unknown, that may cause actual results to differ materially from those indicated. Actual results may differ materially due to a number of factors, including those factors discussed in the attached press release, and other factors discussed in the Company’s filings with the Securities and Exchange Commission, including its report on Form 10-K for the year ended December 31, 2010 and subsequent filings. Any forward-looking statements included in the transcript are as of August 10, 2011 and the Company does not intend to update them if its views later change, except as may be required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to August 10, 2011.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are furnished herewith.
Exhibit No. | Description | |
| 99.1 | Transcript of investor conference call relating to financial results for the quarter ended June 30, 2011, held on August 10, 2011. | |
| 99.2 | Supplemental presentation of selected data for Xerium Technologies, Inc. earnings call on August 10, 2011 (furnished as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 8, 2011 and incorporated herein by reference). | |
| 99.3 | Press Release of Xerium Technologies, Inc. dated August 8, 2011 relating to financial results for the quarter ended June 30, 2011 (furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 8, 2011 and incorporated herein by reference). | |
| 99.4 | Supplemental reconciliations of non-GAAP information. | |
SIGNATURE
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.
| XERIUM TECHNOLOGIES, INC. | ||||
| Date: August 15, 2011 | By: | /s/ Clifford E. Pietrafitta | ||
| Name: | Clifford E. Pietrafitta | |||
| Title: | Executive Vice President and CFO | |||
INDEX TO EXHIBITS
Exhibit No. | Description | |
| 99.1 | Transcript of investor conference call relating to financial results for the quarter ended June 30, 2011, held on August 10, 2011. | |
| 99.2 | Supplemental presentation of selected data for Xerium Technologies, Inc. earnings call on August 10, 2011 (furnished as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on August 8, 2011 and incorporated herein by reference). | |
| 99.3 | Press Release of Xerium Technologies, Inc. dated August 8, 2011 relating to financial results for the quarter ended June 30, 2011 (furnished as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 8, 2011 and incorporated herein by reference). | |
| 99.4 | Supplemental reconciliations of non-GAAP information. | |