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EX-99.1 - EX-99.1 - PMFG, Inc.d158050dex991.htm

 

 

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): July 31, 2015

 

 

PMFG, INC.

(Exact Name of registrant as specified in its charter)

 

 

 

Delaware   001-34156   51-0661574
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

14651 North Dallas Parkway, Suite 500  
Dallas, Texas   75254
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 214-357-6181

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x 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 8.01. Other Events.

On July 31, 2015, PMFG, Inc. (the “Company”) announced that the Company and CECO Environmental Corp (“CECO”) will each hold a special meeting of stockholders on September 2, 2015, relating to the previously announced acquisition of the Company by CECO. The Company and CECO issued a joint press release making such announcement, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The Company’s stockholders at the close of business on July 30, 2015, will be entitled to receive notice of and vote at the Company’s special meeting of stockholders.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
   Description
99.1    Joint Press Release, dated July 31, 2015.

 

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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.

 

Date: July 31, 2015     PMFG, INC.
    By:  

/s/ Peter Burlage

      Peter Burlage
      Chairman and Chief Executive Officer


Exhibit Index

 

Exhibit
Number
   Description
99.1    Joint Press Release, dated July 31, 2015.