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): March 18, 2009
PMFG, INC.
(Exact Name Of Registrant As Specified In Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation) | | 001-34156
(Commission
File Number) | | 51-0661574
(IRS 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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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On March 18, 2009, PMFG, Inc. (the “Company”) issued a press release announcing that it has filed a preliminary proxy statement with the Securities and Exchange Commission related to a special meeting of stockholders. At the meeting, the Company’s stockholders will be asked to approve a proposal to amend the Company’s certificate of incorporation to authorize the issuance of five million shares of preferred stock. Currently, the Company’s certificate of incorporation provides only for the issuance of common stock.
In the press release, which was issued pursuant to Rule 135c of the Securities Act of 1933, the Company announced that it is considering the issuance of shares of preferred stock in a private placement, provided that its stockholders approve the proposal at the stockholders meeting.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01. | | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description |
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| | 99.1 | | | PMFG, Inc. press release, dated March 18, 2009 |
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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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| | PMFG, INC.
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| | By: | /s/ Melissa G. Beare | |
| | | Melissa G. Beare | |
| | | Vice President, General Counsel and
Corporate Secretary | |
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Date: March 18, 2009
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