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): July 17, 2015
PMFG, INC.
(Exact Name of registrant as specified in its 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
Not applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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 8.01. Other Events.
On July 17, 2015, Terry and Georgia Brown, on behalf of themselves and similarly situated shareholders of PMFG, Inc. (“PMFG”), commenced an action in the Court of Chancery of the State of Delaware (the “Delaware Action”). CECO Environmental Corp. (“CECO”), Top Gear Acquisition, Inc. (a wholly-owned subsidiary of CECO), Top Gear Acquisition II LLC (a wholly-owned subsidiary of CECO) and each of the members of the board of directors of PMFG were named as defendants in the Delaware Action. A copy of the verified class action complaint in the Delaware Action is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Complaint, dated July 17, 2015. |
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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.
| | | | | | |
| Date: July 20, 2015 | | | | PMFG, INC. |
| | | |
| | | | By: | | /s/ Ronald L. McCrummen |
| | | | | | Ronald L. McCrummen |
| | | | | | Executive Vice President and Chief Financial Officer |
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Exhibit Index
| | |
Exhibit
Number | | Description |
| |
| 99.1 | | Complaint, dated July 17, 2015. |
