UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 27, 2013
| FLOW INTERNATIONAL CORPORATION |
| (Exact Name of Registrant as Specified in Its Charter) |
| Washington |
| (State or Other Jurisdiction of Incorporation) |
| 001-34443 | 91-1104842 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 23500 64th Avenue South, Kent, Washington | 98032 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (253) 850-3500 |
| (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 (see General Instruction A.2. below):
| 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 8.01 Other Events
As previously announced, On September 25, 2013, Flow International Corporation, a Washington corporation (the “Company”), entered into an Agreement and Plan of Merger (“Merger Agreement”) with AIP Waterjet Holdings, Inc., a Delaware corporation (“Parent”), and AIP/FIC Merger Sub, Inc., a Washington corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”).
The Company and Parent announced today that the waiting period had expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”), in connection with the Merger.
Expiration of the HSR waiting period satisfies one of the conditions to the closing of the Merger, which remains subject to the additional closing conditions specified in the Merger Agreement.
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.
| FLOW INTERNATIONAL CORPORATION | |||
| December 30, 2013 | By: | /s/ John S. Leness | |
| John S. Leness | |||
| General Counsel and Secretary | |||