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Form 8-K

 

 

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): April 8, 2011

 

 

CIRCOR INTERNATIONAL, INC.

(Exact name of registrant as specified in its 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)

Registrant’s telephone number, including area code: (781) 270-1200

N/A

(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)

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2011, Circor International, Inc. (“Circor”) received notice from Christopher R. Celtruda, its Group Vice President and General Manager, Circor Aerospace Products, that he would be resigning from his position with Circor in order to pursue another career opportunity. Mr. Celtruda’s resignation will be effective at the end of the day on April 22, 2011.

In connection with his resignation, Mr. Celtruda will refund approximately $425,000 of the special incentive payments he received from Circor under the terms of that certain Letter Agreement, dated December 30, 2008, between Circor and Mr. Celtruda (the “Letter Agreement”). The Letter Agreement was previously filed as Exhibit 10.33 to Circor’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, which was filed with the Securities and Exchange Commission on February 26, 2009.

In connection with and effective upon Mr. Celtruda’s resignation, Michael Dill, who currently serves as Vice President of Business Development and Strategy for Circor Aerospace Products, has been promoted to the position of Group Vice President, Circor Aerospace Products. Prior to joining Circor in August 2009, Mr. Dill was employed by Parker Hannifin where he served as Business Unit Director, Fuel and Oil System Aerospace Products. Prior to that, he was the Vice President and General Manager of Shaw Aero Devices, a manufacturer of fuel system components. Mr. Dill, who earned a Bachelor of Industrial and Systems Management degree from the Georgia Institute of Technology, is an expert in lean manufacturing systems and operational excellence.

 

Item 8.01 Other Events.

On April 13, 2011, Circor issued a press release announcing Mr. Celtruda’s resignation and the promotion of Mr. Dill as Group Vice President, Circor Aerospace Products.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release of Circor International, Inc., dated April 13, 2011.

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.

 

        Circor International, Inc.
Date: April 13, 2011   By:  

/s/ Alan J. Glass

    Name:   Alan J. Glass
    Title:   Vice President, General Counsel & Secretary
Press Release

Exhibit 99.1

PRESS RELEASE

CIRCOR International Promotes Michael Dill to

Group Vice President - CIRCOR Aerospace

Burlington, MA – April 13, 2011 – CIRCOR International, Inc. (NYSE: CIR), a leading provider of valves and other highly engineered products for the industrial, aerospace and energy markets, today announced that Michael Dill has been promoted to Group Vice President for CIRCOR Aerospace. Effective April 25, Dill will be responsible for CIRCOR’s world-wide aerospace business and will report directly to Bill Higgins, CIRCOR Chairman and Chief Executive Officer. Dill, who currently serves as CIRCOR Aerospace VP of Business Development & Strategy, replaces Christopher R. Celtruda, who has accepted a new role as President of Gardner Denver, Inc.’s $1.1 billion Industrial Products Group.

“We have worked hard to develop strong and deep leadership talent at each of our business segments,” said Higgins. “As a result of our commitment to succession planning, we have an experienced executive, Michael Dill, ready to step in and seamlessly lead CIRCOR Aerospace. Michael’s extensive industry and CIRCOR experience will enable him to maintain CIRCOR Aerospace’s high level of customer service and operational excellence. We wish Chris continued success and thank him for his contributions to CIRCOR.”

Dill joined CIRCOR Aerospace in 2009 from Parker Hannifin where he served as Business Unit Director, Fuel and Oil System Aerospace Products. Prior to that, he was the Vice President and General Manager of Shaw Aero Devices, a manufacturer of fuel system components. Mr. Dill, who earned a Bachelor of Industrial and Systems Management degree from the Georgia Institute of Technology, is an expert in lean manufacturing systems and operational excellence.

About CIRCOR International, Inc.

CIRCOR International, Inc. designs, manufactures and markets valves and other highly engineered products for the industrial, aerospace and energy markets. With more than 7,000 customers in over 100 countries, CIRCOR has a diversified product portfolio with recognized, market-leading brands. CIRCOR’s culture, built on the CIRCOR Business System, is defined by the Company’s commitment to attracting, developing and retaining the best talent and pursuing continuous improvement in all aspects of its business and operations. The Company’s strategy includes growing organically by investing in new, differentiated products; adding value to component products; and increasing the development of mission-critical subsystems and solutions. CIRCOR also plans to leverage its strong balance sheet to acquire strategically complementary businesses. For more information, visit the Company’s investor relations web site at http://investors.circor.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Reliance should not be placed on forward-looking statements because they involve unknown risks, uncertainties and other factors, which are, in some cases, beyond the control of CIRCOR. Any statements in this press release that are not statements of historical fact are forward-looking statements. Actual events, performance or results could differ materially from the anticipated events, performance or results expressed or implied by such forward-looking statements. BEFORE MAKING ANY INVESTMENT DECISIONS REGARDING OUR COMPANY, WE STRONGLY ADVISE YOU TO READ THE SECTION ENTITLED “RISK FACTORS” IN OUR MOST RECENT ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS ON FORMS 10-Q, WHICH CAN BE ACCESSED UNDER THE “INVESTORS” LINK OF OUR WEBSITE AT WWW.CIRCOR.COM. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Contact:
Frederic M. Burditt
Chief Financial Officer
CIRCOR International
(781) 270-1200