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 1, 2011
Colfax Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-34045
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54-1887631
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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8170 Maple Lawn Boulevard, Suite 180
Fulton, MD 20759
(Address of Principal Executive Offices) (Zip Code)
(301) 323-9000
(Registrant’s telephone number, including area code)
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is a press release of Colfax Corporation (the “Company”) announcing updated annual guidance for 2011. Attached hereto as Exhibit 99.2 and incorporated herein by reference are slides to be used by the Company for investor presentations.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Colfax Corporation press release dated June 1, 2011, announcing updated annual guidance for 2011
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99.2
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Colfax Corporation investor presentation slides
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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 hereunto duly authorized.
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Colfax Corporation
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Date: June 1, 2011
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By:
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/s/ C. SCOTT BRANNAN | |
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Name:
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C. Scott Brannan
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Title:
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Senior Vice President, Finance and Chief Financial Officer
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EXHIBIT INDEX
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99.1
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Colfax Corporation press release dated June 1, 2011, announcing updated annual guidance for 2011
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99.2
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Colfax Corporation investor presentation slides
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Colfax Raises 2011 Guidance
FULTON, Md., June 1, 2011 /PRNewswire/ -- Colfax Corporation (NYSE: CFX), a global leader in fluid-handling solutions for critical applications, announced today that it has raised its guidance for 2011, and will be presenting the revised outlook at KeyBanc Capital Market's Industrial, Automotive and Transportation Conference in Boston, on June 1st. The presentation slides can be accessed via Colfax's website at www.colfaxcorp.com under the "Investors" section.
Clay Kiefaber, President and Chief Executive Officer, stated, "Given our stronger than expected results for the first quarter of 2011, our acquisition of Rosscor Holding B.V. and current market conditions, we are pleased to announce that we have re-evaluated our outlook for 2011 and are raising our guidance. We now expect organic sales growth for full year 2011 of 6% to 8% in comparison to 2010, up from our previous guidance of 2% to 4%. Additionally, we anticipate adjusted net income per share to be within the range of $1.12 to $1.22 for full year 2011 compared to our previous expectation of $1.00 to $1.10."
Non-GAAP Financial Measures
Organic sales growth and adjusted net income per share are non-GAAP financial measures. Adjusted net income per share excludes asbestos liability and defense costs (income) and asbestos coverage litigation expenses, and restructuring and other related charges to the extent they impact the periods presented and assume income taxes at an effective tax rate of 32%. Organic sales growth excludes the impact of acquisitions and foreign exchange rate fluctuations. These non-GAAP financial measures assist Colfax in comparing its operating performance on a consistent basis because, among other things, they remove the impact of legacy asbestos issues and items outside the control of its operating management team. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of adjusted net income per share is provided in the financial table in this press release.
ABOUT COLFAX CORPORATION – Colfax Corporation is a global leader in critical fluid-handling products and technologies. Through its global operating subsidiaries, Colfax manufactures positive displacement industrial pumps and valves used in oil & gas, power generation, commercial marine, defense and general industrial markets. Colfax's operating subsidiaries supply products under the well-known brands Allweiler, Baric, Fairmount Automation, Houttuin, Imo, LSC, Portland Valve, Tushaco, Warren and Zenith. Colfax is traded on the NYSE under the ticker 2011CFX.2011 Additional information about Colfax is available at www.colfaxcorp.com.
CAUTIONARY NOTE CONCERNING FORWARD LOOKING STATEMENTS:
This press release may contain forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Colfax's expectations regarding organic sales growth, adjusted earnings per share, plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are based on Colfax's current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Colfax's results to differ materially from current expectations include, but are not limited to factors detailed in Colfax's reports filed with the U.S. Securities and Exchange Commission as well as its Annual Report on Form 10-K under the caption "Risk Factors". In addition, these statements are based on a number of assumptions that are subject to change. This press release speaks only as of this date. Colfax disclaims any duty to update the information herein.
The term "Colfax" in reference to the activities described in this press release may mean one or more of Colfax's global operating subsidiaries and/or their internal business divisions and does not necessarily indicate activities engaged in by Colfax Corporation.
Colfax Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
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EPS Range
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Projected net income per share – fully diluted
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$ | 0.86 | $ | 0.96 | ||||
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Restructuring and other related charges
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0.06 | 0.06 | ||||||
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Asbestos coverage litigation
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0.12 | 0.12 | ||||||
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Asbestos liability and defense costs
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0.08 | 0.08 | ||||||
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Projected adjusted net income per share – fully
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diluted
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$ | 1.12 | $ | 1.22 | ||||
CONTACT: INVESTOR CONTACT: Scott Brannan, +1-301-323-9005, scott.brannan@colfaxcorp.com
