SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): October 18, 1999
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CIRCOR INTERNATIONAL, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-14962 04-3477276
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
35 Corporate Drive, Burlington, Massachusetts 01803
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 273-6268
N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
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CIRCOR International, Inc. (the "Company") issued a press release on
October 19, 1999 announcing the beginning of its trading on The New York Stock
Exchange. A copy of the Company's press release is attached hereto and
incorporated herein in its entirety.
On October 18, 1999, the Company borrowed $71.5 million under its new
revolving credit facility led by ING (U.S.) Capital LLC, BankBoston, N.A. and
First Union National Bank. In addition, the Company borrowed $35.0 million on a
bridge basis from ING (U.S.) Capital LLC. The Company used a portion of the
proceeds of these borrowings to pay off $96.0 million of debt assumed by the
Company from Watts Industries, Inc. On October 19, 1999, the Company sold $75.0
million of senior unsecured notes to institutional investors in a private
placement and used the proceeds to pay off the bridge loan and pay down $37.0
million of the credit facility. The Company will use the balance of the funds
available under the credit facility for capital expenditure needs, working
capital and general corporate purposes.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
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(c) Exhibits
Exhibit 10.17 - Amended and Restated Letter of Credit,
Reimbursement and Guaranty Agreement dated as of
October 18, 1999 among Leslie Controls, Inc., as
Borrower, CIRCOR International, Inc., as
Guarantor, and First Union National Bank as
Letter of Credit Provider
Exhibit 10.18 - Amended and Restated Letter of Credit,
Reimbursement and Guaranty Agreement dated as of
October 18, 1999 among Spence Engineering
Company, Inc. as Borrower, CIRCOR International,
Inc., as Guarantor, and First Union National
Bank as Letter of Credit Provider.
Exhibit 10.19 - Credit Agreement, dated as of October 18, 1999,
by and among CIRCOR International, Inc., a
Delaware corporation, as Borrower, each of the
Subsidiary Guarantors named therein, the Lenders
from time to time a party thereto, ING (U.S.)
Capital LLC, as Agent for such Lenders,
BankBoston, N.A., as Syndication Agent, First
Union National Bank, as Documentation Agent and
ING Barings LLC, as Arranger for the Lenders.
Exhibit 10.20 - Note Purchase Agreement, dated as of
October 19, 1999, among CIRCOR International,
Inc., a Delaware corporation, the Subsidiary
Guarantors and each of the Purchasers listed on
Schedule A attached thereto.
Exhibit 99.1 - Press Release of CIRCOR International, Inc.,
dated October 19, 1999.
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Signatures
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CIRCOR INTERNATIONAL, INC.
By: /s/ David A. Bloss, Sr.
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David A. Bloss, Sr., President
and Chief Executive Officer
Date: October 19, 1999
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