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) June 12, 2007 (June 6, 2007)
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-11442
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34-1712937 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| One Infinity Corporate Centre Drive, Suite 300, Garfield Heights, Ohio
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44125 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (440) 753-1490
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 June 6, 2007, Chart Industries, Inc. (the “Company”), FR X Chart Holdings (the “Chart Holdings”)
and certain members of the Company’s management (together with Chart Holdings, the “Selling
Stockholders), including two of the Company’s executive officers, Samuel F. Thomas, Chairman, Chief
Executive Officer and President, and Michael F. Biehl, Executive Vice President, Chief Financial
Officer and Treasurer, entered into an underwriting agreement (the “Underwriting Agreement”) with
Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., Lehman Brothers Inc., Natexis
Bleichroeder Inc. and Simmons & Company International (the “Underwriters”) pursuant to which the
Selling Stockholders agreed to sell to the Underwriters 12,612,513 shares of the Company’s common
stock, par value $0.01 per share (“Common Stock”), in a registered public offering pursuant to the
Company’s registration statement on Form S-1, as amended filed on May 30, 2007 (File No.
333-141730). Pursuant to the Underwriting Agreement, the Company granted an option to the
Underwriters to purchase up to 1,891,876 additional shares of Common Stock to cover
over-allotments, which the underwriters have exercised in full. The closing of the transaction
occurred on June 12, 2007, at which the Selling Stockholders sold 12,612,513 outstanding shares and
the Company sold and issued 1,891,876 newly issued shares of Common Stock related to the exercise
of the over-allotment option. The executed Underwriting Agreement, the final Exhibit 5 legal
opinion relating to the validity of the shares and the closing press
release are filed herewith as Exhibits 1.1, 5.1 and 99.1,
respectively.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
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Description |
1.1
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Underwriting Agreement, dated June 6, 2007 |
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5.1
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Opinion of Simpson Thacher & Bartlett LLP |
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99.1
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Chart Industries, Inc. Press Release, dated June 12,
2007, announcing closing of secondary offering |
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