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): February 15, 2012
PMFG, INC.
(Exact Name Of Registrant As Specified In Charter)
| | | | |
| Delaware | | 001-34156 | | 51-0661574 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (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):
| ¨ | 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)) |
PMFG, Inc. (the “Company”) is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-177358):
1. Underwriting Agreement, dated February 15, 2012, between the Company and Stifel, Nicolaus & Company, Incorporated and William Blair & Company, L.L.C., acting as representatives for the several underwriters named in Schedule I therein.
2. Opinion of Jones Day.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement, dated February 15, 2012, between the Company and Stifel, Nicolaus & Company, Incorporated and William Blair & Company, L.L.C., acting as representatives for the several underwriters named in Schedule I therein. |
| |
| 5.1 | | Opinion of Jones Day |
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| 23.1 | | Consent of Jones Day (included in Exhibit 5.1) |
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 |
Date: February 17, 2012
