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CHART INDUSTRIES, INC. Form 8-K: Current report, 2017

CHART INDUSTRIES, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2017-11-07: Form 8-K; Period of report 2017-11-07; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2017-11-06: Form 8-K; Period of report 2017-10-31; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
  • 2017-10-26: Form 8-K; Period of report 2017-10-23; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
  • 2017-10-26: Form 8-K/A; Period of report 2017-09-20; Description 9.01 Financial Statements and Exhibits; Details 9.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2017-11-078-K2017-11-077.01 Regulation FD Disclosure7.01 On November 7, 2017, Chart Industries, Inc. (the “Company”) posted a slide presentation on its investor relations website.gtls-2017117x8kinvestorpre.htm
2017-11-068-K2017-10-311.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 of this Current Report on Form 8-K under the heading “Indenture and the Notes” is incorporated by reference into this Item 2.03.
3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K in connection with the Warrant Transactions is incorporated by reference into this Item 3.02.
7.01 On October 30, 2017, the Company issued a press release (the “Launch Release”) announcing the commencement of the private offering of the Notes.
8.01 Concurrently with the offering of the Notes, the Company intends to use up to approximately $195.9 million of the net proceeds from the offering of the Notes to repurchase up to approximately $192.9 million in principal amount of its outstanding 2.00% Convertible Senior Subordinated Notes due 2018 (the “2018 Notes”) pursuant to individually negotiated transactions.
d478068d8k.htm
2017-10-268-K2017-10-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 23, 2017, and in connection with its ongoing efforts to achieve an orderly succession plan, Chart Industries, Inc. (the “Company”), determined that effective as of October 26, 2017 (the “Effective Date”), Robert H. Wolfe will step down from his position as the Company’s Vice President, General Counsel and Secretary.d459968d8k.htm
2017-10-268-K/A2017-09-209.01 Financial Statements and Exhibits9.01 (a) Financial statements of businesses acquired.gtlsform8khudsonamendment.htm
2017-10-268-K2017-10-262.02 Results of Operations and Financial Condition2.02 On October 26, 2017, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial results for the third quarter ended September 30, 2017.gtls-20171026x8kearningsre.htm
2017-09-218-K2017-09-211.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 On September 20, 2017, Chart and Chart Sully Corporation, a wholly owned subsidiary of Chart (“Merger Sub”), completed the previously announced acquisition of RCHPH Holdings, Inc. (“Hudson Products”) pursuant to the terms of the Agreement and Plan of Merger, as amended (the “Merger Agreement”), by and between Chart, Merger Sub, Hudson Products and R/C Hudson Holdings, L.P., solely in its capacity as the Initial Holder Representative under the Merger Agreement.
2.03 The information set forth in Item 2.01 is incorporated by reference in this Item 2.03.
7.01 On September 21, 2017, Chart issued a press release announcing the closing of the Acquisition.
form8khudsonclose.htm
2017-09-088-K2017-09-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 In connection with the Company’s planned corporate headquarters relocation to Canton, Georgia, Mary C. Cook, the Company’s current Chief Accounting Officer and Controller, informed the Company of her intent not to relocate to the Canton, Georgia facilities.gtls-20170908x8k.htm
2017-07-288-K2017-07-287.01 Regulation FD Disclosure7.01 On July 28, 2017, Chart Industries, Inc. (the “Company”) posted a slide presentation on its investor relations website.gtls-2017731x8kinvestorpre.htm
2017-07-278-K2017-07-272.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On July 27, 2017, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial results for the second quarter ended June 30, 2017.
7.01 On June 30, 2017, the Company announced the execution of an Agreement and Plan of Merger with RCHPH Holdings, Inc. (“Hudson Products”), a privately-held company based in Beasley, Texas.
gtls-20170727x8k.htm
2017-06-308-K2017-06-301.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On June 30, 2017, the Company issued a press release announcing the Acquisition.
d414753d8k.htm
2017-05-268-K2017-05-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 On May 25, 2017, Chart Industries, Inc. (the “Company”) held its annual meeting of stockholders.
5.07 Chart Industries, Inc. (the “Company”) held its 2017 annual meeting of stockholders on May 25, 2017.
d403533d8k.htm
2017-05-268-K/A2017-03-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 25, 2017, effective immediately, the Board appointed Mr. Molinini to its Compensation Committee, having previously determined that he satisfies all applicable requirements to serve on such Committee.d381905d8ka.htm
2017-05-268-K/A2017-02-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 25, 2017, the Company entered into an Amended and Restated Employment Agreement (the “Thomas Employment Agreement”) with Mr. Thomas, providing certain terms and conditions in connection with Mr. Thomas’ position as the Company’s Executive Chairman.d383651d8ka.htm
2017-05-088-K2017-05-087.01 Regulation FD Disclosure7.01 On May 8, 2017, the Company posted a slide presentation on its investor relations website.gtls-2017x0508x8xk.htm
2017-04-278-K2017-04-272.02 Results of Operations and Financial Condition2.02 On April 27, 2017, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial results for the first quarter ended March 31, 2017.gtls-20170427x8k.htm
2017-03-088-K2017-03-085.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On March 6, 2017, the Board of Directors of Chart Industries, Inc. (the “Company”) appointed Michael L. Molinini, age 66, to the Company’s Board of Directors.gtls-20170308x8xk.htm
2017-03-068-K2017-03-067.01 Regulation FD Disclosure7.01 On March 6, 2017, the Company posted a slide presentation on its investor relations website.gtls-20170306x8xk.htm
2017-02-238-K2017-02-232.02 Results of Operations and Financial Condition2.02 On February 23, 2017, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial results for the fourth quarter and the year ended December 31, 2016.gtls-20170223x8k.htm
2017-02-228-K2017-02-225.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On February 15, 2017, in connection with the Company’s ongoing efforts to achieve an orderly succession plan, the Board of Directors of Chart Industries, Inc. (the “Company”) elected Samuel F. Thomas, its current Chairman and Chief Executive Officer, to the position of Executive Chairman of the Company effective as of the Company’s May 25, 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”).
8.01 In connection with the Company’s continued efforts to consolidate its facilities and better align corporate functions with its operating business, the Company will relocate its corporate headquarters from Garfield Heights, Ohio to the Company’s existing facilities in Canton, Georgia.
gtls-2017222x8k.htm