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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
COMMISSION FILE NUMBER 1-14962
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CIRCOR INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3477276
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
35 CORPORATE DRIVE, BURLINGTON, MA 01803-4230
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (781) 270-1200
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
As of May 1, 2000, there were 13,236,877 shares of the Registrant's
Common Stock outstanding.
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PART II--ITEM 6 of this report is hereby amended and restated in full by
adding those items as follows:
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION AND LOCATION
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2 Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession:
2.1 Distribution Agreement between Watts Industries, Inc. and the
Company dated as of October 1, 1999, is incorporated herein by
reference to Exhibit 2.1 to Amendment No. 2 to the Company's
Registration Statement on Form 10, File No. 000-26961, filed with
the Securities and Exchange Commission on October 6, 1999
("Amendment No. 2 to the Form 10").
3 Articles of Incorporation and By-Laws:
3.1 The Amended and Restated Certificate of Incorporation of the
Company is incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 10, File No. 000-26961,
filed with the Securities and Exchange Commission on August 6,
1999 ("Form 10").
3.2 The Amended and Restated By-Laws of the Company are incorporated
herein by reference to Exhibit 3.2 to the Form 10.
3.3 Certificate of Designations, Preferences and Rights of a Series of
Preferred Stock of CIRCOR International, Inc. classifying and
designating the Series A Junior Participating Cumulative Preferred
Stock is incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 8-A, File No. 001-14962,
filed with the Securities and Exchange Commission on October 21,
1999 ("Form 8-A").
4 Instruments Defining the Rights of Security Holders, Including
Debentures:
4.1 Shareholder Rights Agreement, dated as of September 16, 1999,
between CIRCOR International, Inc. and BankBoston, N.A., as Rights
Agent is incorporated herein by reference to Exhibit 4.1 to the
Form 8-A.
9 Voting Trust Agreements:
9.1 The Amended and Restated George B. Horne Voting Trust Agreement -
1997 dated as of September 14, 1999 is incorporated herein by
reference to Exhibit 9.1 to Amendment No. 1 to the Company's
Registration Statement on Form 10, File No. 000-26961, filed with
the Securities and Exchange Commission on September 22, 1999
("Amendment No. 1 to the Form 10").
10 Material Contracts:
10.1 CIRCOR International, Inc. 1999 Stock Option and Incentive Plan is
incorporated herein by reference to Exhibit 10.1 to Amendment No.
1 to the Form 10.
10.2 Form of Incentive Stock Option Agreement under the 1999 Stock
Option and Incentive Plan is incorporated herein by reference to
Exhibit 10.2 to Amendment No. 1 to the Form 10.
10.3 Form of Non-Qualified Stock Option Agreement for Employees under
the 1999 Stock Option and Incentive Plan (Five Year Graduated
Vesting Schedule) is incorporated herein by reference to Exhibit
10.3 to Amendment No. 1 to the Form 10.
10.4 Form of Non-Qualified Stock Option Agreement for Employees under
the 1999 Stock Option and Incentive Plan (Performance Accelerated
Vesting Schedule) is incorporated herein by reference to Exhibit
10.4 to Amendment No. 1 to the Form 10.
10.5 Form of Non-Qualified Stock Option Agreement for Independent
Directors under the 1999 Stock Option and Incentive Plan is
incorporated herein by reference to Exhibit 10.5 to Amendment No.
1 to the Form 10.
10.6 CIRCOR International, Inc. Management Stock Purchase Plan is
incorporated herein by reference to Exhibit 10.6 to Amendment No.
1 to the Form 10.
10.7 Form of CIRCOR International, Inc. Supplemental Employee
Retirement Plan is incorporated herein by reference to Exhibit
10.7 to Amendment No. 1 to the Form 10.
10.8 Supply Agreement between Watts Industries, Inc. and CIRCOR
International, Inc. is incorporated herein by reference to Exhibit
10.8 to Amendment No. 2 to the Form 10.
10.9 Trademark License Agreement between Watts Industries, Inc. and
CIRCOR International, Inc. is incorporated herein by reference to
Exhibit 10.9 to Amendment No. 2 to the Form 10.
10.10 Lease Agreement, dated as of February 14, 1999, between BY-PASS 85
Associates, LLC and CIRCOR International, Inc. is incorporated
herein by reference to Exhibit 10.10 to Amendment No. 1 to the
Form 10.
10.11 Trust Indenture from Village of Walden Industrial Development
Agency to The First National Bank of Boston, as Trustee, dated
June 1, 1994 is herein incorporated by reference to Exhibit 10.14
of the Watts
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Industries, Inc. Annual Report on Form 10-K, File No. 0-14787,
filed with the Securities and Exchange Commission on September 26,
1994.
10.12 Loan Agreement between Hillsborough County Industrial Development
Authority and Leslie Controls, Inc. dated July 1, 1994 is herein
incorporated by reference to Exhibit 10.15 of the Watts
Industries, Inc. Annual Report on Form 10-K, File No. 0-14787,
filed with the Securities and Exchange Commission on September 26,
1994.
10.13 Trust Indenture from Hillsborough County Industrial Development
Authority to The First National Bank of Boston, as Trustee, dated
July 1, 1994 is herein incorporated by reference to Exhibit 10.17
of the Watts Industries, Inc. Annual Report on Form 10-K, File No.
0-14787, filed with the Securities and Exchange Commission on
September 26, 1994.
10.14 Form of Indemnification Agreement between CIRCOR and each of its
directors is herein incorporated by reference to Exhibit 10.20 to
the Form 10.
10.15 Executive Employment Agreement between CIRCOR, Inc. and David A.
Bloss, Sr., dated as of September 16, 1999 is incorporated herein
by reference to Exhibit 10.15 to Amendment No. 1 to the Form 10.
10.16 Executive Employment Agreement between CIRCOR, Inc. and Cosmo S.
Trapani, dated as of September 16, 1999 is incorporated herein by
reference to Exhibit 10.16 to Amendment No. 1 to the Form 10.
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 is herein
incorporated by reference to Exhibit 10.17 to the Company's
Current Report on Form 8-K, File No. 001-14962, filed with the
Securities and Exchange Commission on October 21, 1999.
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 is herein incorporated by reference to Exhibit 10.18 to
the Company's Current Report on Form 8-K, File No. 001-14962,
filed with the Securities and Exchange Commission on October 21,
1999.
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 is herein incorporated by reference to
Exhibit 10.19 to the Company's Current Report on Form 8-K, File
No. 001-14962, filed with the Securities and Exchange Commission
on October 21, 1999.
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 is herein incorporated by reference to Exhibit
10.20 to the Company's Current Report on Form 8-K, File No.
001-14962, filed with the Securities and Exchange Commission on
October 21, 1999.
* 10.21 Sharing agreement regarding the rights of debt holders
relative to one another in the event of insolvency:
** 11 Computation of Earnings per Share
21 Subsidiaries of Registrant: A list of Subsidiaries of the Company
is incorporated herein by reference to Exhibit 21.1 to Amendment
No. 1 to the Company's Form 10.
* 27 Amended Financial Date Schedule Filed for the Period Ended
March 31, 2000 and 1999.
** 27.1 Amended Financial Data Schedule for December 31, 1999.
(1) Incorporated by reference to the notes to consolidated financial statements,
note 6, of this report.
(*) Filed herewith
(**) Previously filed as part of Form 10-Q, for the quarterly period ended
March 31, 2000.
(b) There were no reports filed on Form 8-K during the quarter ended June 30,
2000.
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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, thereunto duly authorized.
CIRCOR INTERNATIONAL, INC.
AUGUST 14, 2000 /s/ KENNETH W. SMITH
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DATE KENNETH W. SMITH
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER
PRINCIPAL ACCOUNTING OFFICER
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