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): October 19, 2010
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
|
|
(State
or other jurisdiction
|
(Commission
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(I.R.S.
Employer
|
|
of
incorporation)
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File
Number)
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Identification
No.)
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8730
Stony Point Parkway, Suite 150
Richmond,
VA 23235
(Address
of Principal Executive Offices) (Zip Code)
(804) 560-4070
(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
4.02 Non-reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim
Review.
In
October 2010, the Company identified a material overstatement of the pension
liability for one of its subsidiaries as reported in its historical
financial statements. The Company is currently investigating the effects of the
error. At this time, the best estimate of the range of the
overstatement of the pension liability at December 31, 2009 is $15 million to
$25 million (on a pre-tax basis).
The
overstatement will result in a decrease in the pension liabilities reported in
the balance sheets for those periods requiring restatement. There is no cash
flow impact anticipated in connection with the correction of this error but it
is expected to result in minor increases in net income for those periods,
including the current year.
The error
largely originated in census data compiled by the Company’s former actuaries
prior to 1997 and was discovered while preparing the 2010 census data for
Colfax’s defined benefit pension plan actuarial valuations. The
Company learned that a number of participants in a subsidiary’s benefit plan had
incorrect actuarial benefit amounts used to determine the pension liability for
financial reporting purposes although the Company currently believes that the
amounts paid to retirees were correct. The Company determined that
this error largely originated prior to the acquisition in 1997 of the subsidiary
that sponsors the affected benefit plan.
On
October 19, 2010 the Audit Committee of the Company’s Board of Directors
concluded, based on the recommendation of management, that corrections to
previously issued financial statements are required. The Company has
determined that it will amend and restate the consolidated financial statements
contained in its Annual Report on Form 10-K for the year ended December 31, 2009
and Quarterly Reports on Forms 10-Q for the periods ended April 2, 2010 and July
2, 2010. The Company plans to file the amended reports as soon as
practicable in the fourth quarter of 2010. The Company’s management
and the Audit Committee discussed these matters with Ernst & Young LLP, the
Company’s independent registered public accountants.
As a
result of the error referred to above, the financial statements contained in the
reports referenced herein, and any related reports of Ernst & Young LLP,
including Ernst & Young LLP’s report on internal control over financial
reporting at December 31, 2009, should no longer be relied upon. In
preparing the amended Annual Report on Form 10-K/A, management will also review
its conclusions regarding the effectiveness of internal control over financial
reporting as of December 31, 2009.
Item
8.01 Other Events.
The
Company issued a press release on October 25 announcing that it plans to amend
and restate its financial statements for certain prior periods as described in
Item 4.02 above and that it will issue a press release providing preliminary
financial results for the third quarter of 2010 at approximately 6:00 a.m. ET on
Thursday, November 4, 2010, and will hold a conference call to discuss these
preliminary results beginning at 8:00 a.m. ET on that day. The call
will be open to the public through 877-303-7908 or 678-373-0875 and
webcast via Colfax’s website at www.colfaxcorp.com under the “Investor
Relations” section.
Colfax’s
preliminary financial results press release for the 2010 third quarter will be
available under the “Investor Relations” section of Colfax’s
website. In addition, supplemental financial information referenced
in the conference call, if any, will be available on the website. A replay of
the call will be available on Colfax’s website later that day.
Results
to be reported on November 4 will include estimates related to the correction of
the pension liability.
The full
text of the Company’s press release issued on October 25, 2010 is attached
hereto as Exhibit 99.1 and is incorporated in this report by
reference.
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 October 25,
2010
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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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||||
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Date: October
25, 2010
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By:
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/s/
Clay H. Kiefaber
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Name:
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Clay
H. Kiefaber
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Title:
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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99.1
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Colfax
Corporation press release dated October 25,
2010
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Exhibit
99.1
 |
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Colfax Corporation
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8730
Stony Point
Parkway
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||
Suite
150
Richmond,
VA 23235
USA
Tel: (804)
560-4070
Fax: (804)
560-4076
www.colfaxcorp.com
FOR IMMEDIATE
RELEASE
CONTACT:
Mitzi
Reynolds
(804)
327-5689
mitzi.reynolds@colfaxcorp.com
Colfax
Schedules Third Quarter Preliminary Earnings Release and Conference
Call
Richmond, VA — October 25, 2010 –
Colfax Corporation (NYSE: CFX), a global leader in fluid-handling
solutions for critical applications, announced today that it will issue a press
release providing preliminary financial results for the third quarter of 2010 at
approximately 6:00 a.m. ET on Thursday, November 4, 2010, and will hold a
conference call to discuss these preliminary results beginning at 8:00 a.m. ET
on that day. The call will be open to the public through 877-303-7908
or 678-373-0875 and webcast via Colfax’s website at www.colfaxcorp.com under the
“Investor Relations” section.
Colfax’s
preliminary financial results press release for the 2010 third quarter will be
available under the “Investor Relations” section of Colfax’s
website. In addition, supplemental financial information referenced
in the conference call, if any, will be available on the website. A replay of
the call will be available on Colfax’s website later that day.
The
Company announced today that it plans to amend and restate its financial
statements for certain prior periods due to an overstatement of its pension
liability estimated to be in the range of $15 million to $25 million at December
31, 2009. The overstatement will result in a decrease in the pension
liabilities reported in the balance sheets for those periods. There is no cash
flow impact anticipated in connection with the correction of this error but it
is expected to result in minor increases in net income for those periods,
including the current year. The error largely originated in census data compiled
by the Company’s former actuaries prior to the 1997 acquisition of the
subsidiary that sponsors the affected benefit plan. Results to be
reported on November 4 will include estimates related to the correction of the
pension liability.
Additional
information relating to the restatement is available in the Company’s Form 8-K
filed today with the Securities and Exchange Commission.
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 “CFX.” 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 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.
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