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 21, 2006
CIRCOR INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
| DELAWARE | 001-14962 | 04-3477276 | ||
| (State or other jurisdiction of incorporation) |
(Commission file number) | (IRS employer identification no.) |
25 CORPORATE DRIVE, SUITE 130
BURLINGTON, MASSACHUSETTS 01803-4238
(Address of principal executive offices) (Zip Code)
(781) 270-1200
(Registrant’s telephone number, including area code)
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 CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
Executive Officer Agreements
On March 21, 2006, the Company entered into an Indemnification Agreement and an Executive Change of Control Agreement with Wayne F. Robbins in connection with Mr. Robbins’ recent appointment as Group Vice President—Circor Instrumentation Technologies. The Indemnification Agreement is identical to the form of Indemnification Agreement previously entered into between the Company and each of its directors and executive officers. A copy of this Indemnification Agreement is attached hereto as Exhibit 10.1. Under the Executive Change of Control Agreement, if a “change in control” (as defined in the Agreement) occurs and Mr. Robbins’ employment is terminated by the Company without cause or by Mr. Robbins with good reason within twelve months of such change in control, Mr. Robbins will receive a lump sum amount in cash equal to one times the sum of his then current base salary and highest bonus during the three preceding fiscal years, all of his stock options and stock-based awards will become immediately exercisable, he will be fully vested in any accrued benefit under the supplemental executive retirement plan and the Company will pay health insurance premiums for Mr. Robbins and his family for one year. A copy of the Executive Change of Control Agreement is attached hereto as Exhibit 10.2.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit No. | Description | |
| 10.1 | Indemnification Agreement with Wayne F. Robbins | |
| 10.2 | Executive Change of Control Agreement with Wayne F. Robbins | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: March 24, 2006 |
CIRCOR INTERNATIONAL, INC. | |||||||
| /S/ Kenneth W. Smith | ||||||||
| By: Kenneth W. Smith | ||||||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||||||
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