Basisstatistiken
| CIK | 1422862 |
SEC Filings
SEC Filings (Chronological Order)
| February 11, 2016 |
PMFG / Pmfg, Inc. / RUTABAGA CAPITAL MANAGEMENT LLC/MA Passive Investment UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act 1934 (Amendment No.2) PMFG INC - (Name of Issuer) COMMON - (Title of Class of Securities) 69345P103 - (CUSIP Number) Calendar Year 2015 - (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED |
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| January 21, 2016 |
PMFG / Pmfg, Inc. / THOMSON HORSTMANN & BRYANT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2*) (Name of Issuer) PMFG, INC (Title of Class of Securities) Common Stock (CUSIP Number) 69345P103 Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file rep |
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| September 14, 2015 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34156 PMFG ACQUISITION LLC (as successor by merger to PMFG, |
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| September 3, 2015 |
EX-3.1 2 d70119dex31.htm EX-3.1 Exhibit 3.1 PMFG, INC. THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (giving effect to all amendments through September 3, 2015) ARTICLE I The name of the corporation is PMFG, Inc. (the “Company”). ARTICLE II The address of the Company’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County o |
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| September 3, 2015 |
8-K 1 d70119d8k.htm FORM 8-K 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): September 2, 2015 PMFG ACQUISITION LLC (as successor by merger to PMFG, Inc.) (Exact Name of registrant as specified in its charter) Delaware 001-34156 47 |
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| September 3, 2015 |
RW PMFG Acquisition LLC 4625 Red Bank Road, Suite 200 Cincinnati, Ohio 45227 September 3, 2015 VIA EDGAR U. |
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| September 3, 2015 |
EX-3.4 Exhibit 3.4 LIMITED LIABILITY COMPANY AGREEMENT OF PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC) This Limited Liability Company Agreement (this ?Agreement?) is made and entered into by CECO ENVIRONMENTAL CORP., a Delaware corporation, as the sole member (the ?Member?) of TOP GEAR ACQUISITION II LLC, a Delaware limited liability company (the ?Company?). ARTICLE I FORMA |
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| September 3, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on September 3, 2015 Registration Statement No. |
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| September 3, 2015 |
Amended and Restated Bylaws ARTICLE I NAME AND OFFICES EX-3.2 3 d70119dex32.htm EX-3.2 Exhibit 3.2 Amended and Restated Bylaws ARTICLE I NAME AND OFFICES Section 1. The name of the corporation is “PMFG, Inc.” Section 2. The corporation may have offices at such places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS |
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| September 3, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on September 3, 2015 Registration Statement No. |
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| September 3, 2015 |
CERTIFICATE OF FORMATION PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC) EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF PMFG ACQUISITION LLC (FORMERLY KNOWN AS TOP GEAR ACQUISITION II LLC) 1. The name of the limited liability company is ?PMFG Acquisition LLC? (the ?Company?) (formerly known as ?Top Gear Acquisition II LLC?). 2. The address of the Company?s registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castl |
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| September 3, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on September 3, 2015 Registration Statement No. |
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| September 1, 2015 |
Exhibit 21.1 SUBSIDIARIES OF PMFG, INC. Name Domicile Ownership Peerless Propulsys China Holdings LLC Delaware 60% Bos-Hatten, Inc. New York 100% Nitram Energy, Inc. New York 100% Burgess-Manning, Inc. Texas 100% BurMan Management, Inc. Texas 100% Peerless Mfg. Co. Texas 100% PMC Acquisition, Inc. Texas 100% Peerless Manufacturing Canada, Ltd. Canada 100% Peerless China Manufacturing Co. Ltd. Chin |
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| September 1, 2015 |
pmfg-10k20150627.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended June 27, 2015 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 001-34156 P |
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| August 27, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): August 27, 2015 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 27, 2015 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2015 Financial Results Dallas, Texas ? August 27, 2015 ? PMFG, Inc. (the ?Company?) (NASDAQ: PMFG) today reported financial results for the quarter and fiscal year ended June 27, 2015. Fourth Quarter Fiscal Year 2015 Compared to 2014 Revenue in the fourth quarter of fiscal 2015 de |
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| August 27, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| August 24, 2015 |
CECO Environmental 8-K (Prospectus) 8-K 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): August 23, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Commis |
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| August 24, 2015 |
8-K 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): August 23, 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 Num |
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| August 24, 2015 |
8-K 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): August 23, 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 Num |
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| August 21, 2015 |
SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015 Exhibit 99.1 Exhibit 99.1 SUPPLEMENT TO THE JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015 We have made the following supplemental disclosures to The Joint Proxy Statement/Prospectus, dated July 31, 2015, in connection with the amendment, effective August 20, 2015, to CECO Environmental Corp.?s (?CECO?) Amended and Restated 2007 Equity Incentive Plan (the ?Plan?) approved by its Board of Directo |
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| August 21, 2015 |
CECO Environmental FORM 8-K/A (AMENDMENT NO. 1) (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorp |
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| August 20, 2015 |
CECO Environmental FORM 8-K (Prospectus) 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): August 20, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Commission |
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| August 20, 2015 |
AMENDMENT TO THE CECO ENVIRONMENTAL CORP. 2007 EQUITY INCENTIVE PLAN, AS AMENDED AUGUST 20, 2015 EX-10.1 2 d90771dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT TO THE CECO ENVIRONMENTAL CORP. 2007 EQUITY INCENTIVE PLAN, AS AMENDED AUGUST 20, 2015 Pursuant to Section 17 of the CECO Environmental Corp. 2007 Equity Incentive Plan, as amended (the “Plan”), the Board of Directors (the “Board”) of CECO Environmental Corp. (the “Company”) hereby amends Section 17 of the Plan, effective immediately, by th |
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| August 20, 2015 |
SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015 EX-99.1 Exhibit 99.1 SUPPLEMENT TO JOINT PROXY STATEMENT/PROSPECTUS August 20, 2015 We have made the following supplemental disclosures to The Joint Proxy Statement/Prospectus, dated July 31, 2015, in connection with the amendment, effective August 20, 2015, to CECO Environmental Corp.?s (?CECO?) Amended and Restated 2007 Equity Incentive Plan (the ?Plan?) approved by its Board of Directors to eli |
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| August 18, 2015 |
PMFG / Pmfg, Inc. / RUTABAGA CAPITAL MANAGEMENT LLC/MA - RUTABAGA 13G Passive Investment SC 13G/A 1 pmfg13ga1.txt RUTABAGA 13G UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington D.C. 20549 SCHEDULE 13GA Under the Securities Exchange Act 1934 (Amendment No.1) PMFG INC - (Name of Issuer) COMMON - (Title of Class of Securities) 69345P103 - (CUSIP Number) July 31, 2015 - (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUAN |
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| August 7, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 On August 6, 2015, CECO Environmental Corp. (?CECO?) held a conference call regarding CECO?s quarterly results. A copy of the transcript from such call follows. The slide |
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| August 5, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 LETTER TO CLIENTS in connection with the merger of PMFG, Inc. with and into wholly owned subsidiaries of CECO Environmental Corp. August 4, 2015 YOUR RIGHT TO MAKE AN ELE |
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| August 4, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 FORM OF ELECTION AND LETTER OF TRANSMITTAL to accompany certificates representing common shares, $0.01 par value per share, of PMFG, Inc. Please read and follow the accom |
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| August 4, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES in connection with the merger of PMFG, Inc. with and into wholly owned subsidiaries of CE |
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| August 4, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 4625 Red Bank Road, Suite 200 Cincinnati, Ohio 45227 August 4, 2015 To the Stockholders of PMFG, Inc.: On May 3, 2015, CECO Environmental Corp. (?CECO?) entered into an A |
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| August 4, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 LETTER TO STOCKHOLDERS OF PMFG, INC. in connection with the merger of PMFG, Inc. with and into wholly owned subsidiaries of CECO Environmental Corp. August 4, 2015 YOUR R |
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| July 31, 2015 |
CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, July 31, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG), today announced that each company will hold a special meeting of stockholders on September 2, 2015, in connection with CECO?s pending acquisiti |
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| July 31, 2015 |
CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, July 31, 2015 CECO Environmental Corp. (CECO) (NasdaqGM: CECE) and PMFG, Inc. (PMFG) (NasdaqGM: PMFG), today announced that each company will hold a special meeting of stockholders on September 2, 2015, in connection with CECOs pending acquisiti |
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| July 31, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K 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 |
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| July 31, 2015 |
Form 8-K 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 |
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| July 31, 2015 |
CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG EX-99.1 2 d149398dex991.htm EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE DATE OF SPECIAL SHAREHOLDERS MEETING IN CONNECTION WITH ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, July 31, 2015 — CECO Environmental Corp. (“CECO”) (NasdaqGM: CECE) and PMFG, Inc. (“PMFG”) (NasdaqGM: PMFG), today announced that each company will hold a special meeting of stockholders on September 2, 2015, in connection w |
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| July 31, 2015 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 31, 2015 |
CECO Environmental FORM 8-K (Prospectus) Form 8-K 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 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Com |
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| July 20, 2015 |
8-K 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 17, 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 Numbe |
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| July 20, 2015 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TERRY and GEORGIA BROWN, on ) behalf of themselves and all others ) similarly situated, ) ) Plaintiffs, ) Civil Action No. ) v. ) ) CECO ENVIRONMENTAL CORP., TOP ) GEAR ACQUISITION INC., TOP GEAR ) ACQUISITION II LLC, PETER J. ) BURLAGE, CHARLES M. GILLMAN, ) KENNETH R. HANKS, ROBERT ) MCCASHIN, R. CLAYTON MULFORD, ) KENNETH H. |
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| July 20, 2015 |
Financial Statements and Exhibits, Other Events 8-K 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 17, 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 Numbe |
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| July 20, 2015 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TERRY and GEORGIA BROWN, on ) behalf of themselves and all others ) similarly situated, ) ) Plaintiffs, ) Civil Action No. ) v. ) ) CECO ENVIRONMENTAL CORP., TOP ) GEAR ACQUISITION INC., TOP GEAR ) ACQUISITION II LLC, PETER J. ) BURLAGE, CHARLES M. GILLMAN, ) KENNETH R. HANKS, ROBERT ) MCCASHIN, R. CLAYTON MULFORD, ) KENNETH H. |
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| July 13, 2015 |
8-K 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 10, 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 Numbe |
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| July 13, 2015 |
EX-99.1 Exhibit 99.1 CAUSE NO. DC-15-05687 ROBERT M. BRIDGES, Individually and on ? IN THE DISTRICT COURT OF Behalf of All Others Similarly Situated, and ? Derivatively on Behalf of PMFG, INC., ? ? Plaintiff, ? vs. ? ? CECO ENVIRONMENTAL CORP., TOP ? GEAR ACQUISITION INC., TOP GEAR ? ACQUISITION II LLC, PETER J. BURLAGE, ? CHARLES M. GILLMAN, KENNETH R. ? DALLAS COUNTY, TEXAS HANKS, ROBERT McCASHI |
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| July 13, 2015 |
Financial Statements and Exhibits, Other Events 8-K 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 10, 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 Numbe |
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| July 13, 2015 |
Exhibit 99.1 CAUSE NO. DC-15-05687 ROBERT M. BRIDGES, Individually and on § IN THE DISTRICT COURT OF Behalf of All Others Similarly Situated, and § Derivatively on Behalf of PMFG, INC., § § Plaintiff, § vs. § § CECO ENVIRONMENTAL CORP., TOP § GEAR ACQUISITION INC., TOP GEAR § ACQUISITION II LLC, PETER J. BURLAGE, § CHARLES M. GILLMAN, KENNETH R. § DALLAS COUNTY, TEXAS HANKS, ROBERT McCASHIN, R. CL |
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| July 10, 2015 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. JEFFREY HERRE, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) Civil Action No. PETER J. BURLAGE, CHARLES M. ) GILLMAN, KENNETH R. HANKS, ) ROBERT MCCASHIN, R. CLAYTON ) MULFORD, KENNETH H. SHUBIN ) STEIN, HOWARD G. WESTERMAN, JR., ) PMFG, INC., CECO ENVIRONMENTAL ) CORP., TOP GEAR AC |
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| July 10, 2015 |
8-K 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 7, 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 |
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| July 10, 2015 |
EX-99.1 Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE C. JEFFREY HERRE, Individually and On ) Behalf of All Others Similarly Situated, ) ) Plaintiff, ) ) v. ) ) Civil Action No. PETER J. BURLAGE, CHARLES M. ) GILLMAN, KENNETH R. HANKS, ) ROBERT MCCASHIN, R. CLAYTON ) MULFORD, KENNETH H. SHUBIN ) STEIN, HOWARD G. WESTERMAN, JR., ) PMFG, INC., CECO ENVIRONMENTAL ) CORP., TOP GEAR AC |
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| July 10, 2015 |
PMFG 8-K (Current Report/Significant Event) 8-K 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 7, 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 |
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| July 10, 2015 |
PMFG / Pmfg, Inc. / MMCAP International Inc. SPC Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PMFG, INC. |
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| June 17, 2015 |
8-K 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 15, 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 Numbe |
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| June 12, 2015 |
EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO?S PENDING ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, June 12, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG) today announced that the U.S. Federal Trade Commission (?FTC?) granted early termination of the waiting period under the Hart-S |
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| June 12, 2015 |
CECO Environmental FORM 8-K (Prospectus) Form 8-K 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 12, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Com |
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| June 12, 2015 |
EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO?S PENDING ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, June 12, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG) today announced that the U.S. Federal Trade Commission (?FTC?) granted early termination of the waiting period under the Hart-S |
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| June 12, 2015 |
Financial Statements and Exhibits, Other Events Form 8-K 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 12, 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 |
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| June 12, 2015 |
Form 8-K 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 12, 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 |
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| June 12, 2015 |
EX-99.1 2 d941998dex991.htm EX-99.1 Exhibit 99.1 CECO AND PMFG ANNOUNCE EARLY TERMINATION OF HART-SCOTT-RODINO WAITING PERIOD FOR CECO’S PENDING ACQUISITION OF PMFG Cincinnati, OH; Dallas, TX, June 12, 2015 — CECO Environmental Corp. (“CECO”) (NasdaqGM: CECE) and PMFG, Inc. (“PMFG”) (NasdaqGM: PMFG) today announced that the U.S. Federal Trade Commission (“FTC”) granted early termination of the wai |
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| May 29, 2015 |
CONFLICT MINERALS REPORT OF PMFG, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2014 EX-1.01 Exhibit 1.01 CONFLICT MINERALS REPORT OF PMFG, Inc. FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2014 I. Introduction This is the Conflict Minerals2 Report of PMFG, Inc. (?we,? ?our,? ?us,? or the ?Company?) prepared for calendar year 2014 (except for conflict minerals that, prior to January 31, 2013, were located outside of the supply chain) in accordance with Rule 13p-1 (?Rule |
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| May 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report 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 executiv |
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| May 7, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): May 7, 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 Nu |
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| May 7, 2015 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2015 Financial Results Dallas, Texas ? May 7, 2015 ? PMFG, Inc. (the ?Company?) (NASDAQ: PMFG) today reported financial results for the quarter ended March 28, 2015. Third Quarter Fiscal Year 2015 Compared to 2014 Revenue in the third quarter of fiscal 2015 increased $2.5 million or 7. |
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| May 7, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 7, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 On May 7, 2015, CECO Environmental Corp. (?CECO?) held a conference call regarding CECO?s quarterly results. A copy of the transcript from such call follows. The slides a |
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| May 4, 2015 |
EX-99.5 Exhibit 99.5 May 4, 2015 To: All Peerless Employees From: Peter Burlage, Chairman and Chief Executive Officer I am pleased to inform you that earlier this morning we announced that PMFG and CECO Environmental Corp. have entered into an agreement in which CECO will acquire PMFG in a cash and stock merger transaction. A copy of the press release is attached. We are truly excited about the op |
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| May 4, 2015 |
CECE / CECO Environmental Corp. / PMFG, Inc. - SCHEDULE 13D Activist Investment SC 13D 1 d918660dsc13d.htm SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) CECO ENVIRONMENTAL CORP. (Name of Issuer) Common Stock (Title of Class of Securities) 125141101 (CUSIP Number) PMFG, Inc. 14651 North Dallas Parkw |
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| May 4, 2015 |
EX-99.2 5 d918028dex992.htm EX-99.2 Exhibit 99.2 Exhibit 99.2 CECO to Acquire PMFG Creating a Global Leader in Environmental, Energy and Fluid Handling Technologies May 4, 2015 Forward Looking Statements Information in this document contains forward-looking statements, which involve a number of risks and uncertainties. CECO Environmental Corp. (“CECO”) and PMFG, Inc. (“PMFG”) caution readers that |
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| May 4, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1.2 The Second Step Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Times of the Mergers 2 Section 1.5 Effec |
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| May 4, 2015 |
EX-10.1 Exhibit 10.1 EXECUTION COPY VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of May 3, 2015 (this ?Agreement?), is entered into by and among the undersigned stockholders (each, a ?Stockholder? and, collectively, the ?Stockholders?) of CECO Environmental Corp., a Delaware corporation (?Parent?), and PMFG, Inc., a Delaware corporation (the ?Company?). WHEREAS, as of the date of this Agreemen |
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| May 4, 2015 |
Commitment Letter Amendment, Increase and Backstop Commitments Exhibit 10.1 May 3, 2015 CECO Environmental Corp. 4625 Red Bank Road Cincinnati, Ohio 45227 Attention: Jeff Lang Chief Executive Officer Commitment Letter Amendment, Increase and Backstop Commitments Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of August 27, 2013 (as amended from time to time and as in effect on the date hereof, the Credit Agreement), by an |
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| May 4, 2015 |
EX-99.1 Exhibit 99.1 CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months Cincinnati, OH; Dallas, TX, May 4, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG), |
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| May 4, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1.2 The Second Step Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Times of the Mergers 2 Section 1.5 Effec |
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| May 4, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among PMFG, INC., CECO ENVIRONMENTAL CORP., TOP GEAR ACQUISITION INC. and TOP GEAR ACQUISITION II LLC dated as of May 3, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGERS 2 Section 1.1 The First Step Merger 2 Section 1.2 The Second Step Merger 2 Section 1.3 Closing 2 Section 1.4 Effective Times of the Mergers 2 Section 1.5 Effec |
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| May 4, 2015 |
Jeff Lang REQUIRED LEGAL DISCLOSURE EX-99.6 Exhibit 99.6 May 4, 2015 To: All CECO Employees From: Jeff Lang, President and Chief Executive Officer I am excited to inform you that earlier this morning we announced that CECO Environmental Corp. (CECO) and PMFG, Inc. (PMFG), the parent company of Peerless Mfg. Co., have entered into a merger agreement whereby CECO will be acquiring PMFG in a cash and stock transaction. CECO and PMF |
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| May 4, 2015 |
Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS EX-99.3 Exhibit 99.3 Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS Senior leaders of Peerless Mfg. Co. and its operating subsidiaries can use these questions and answers to respond to questions from employees. This list contains specific questions about the merger and more difficult questions regarding jobs and synergies. These questions are not intended for wide dis |
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| May 4, 2015 |
8-K 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): May 3, 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) |
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| May 4, 2015 |
EX-99.1 Exhibit 99.1 CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months Cincinnati, OH; Dallas, TX, May 4, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG), |
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| May 4, 2015 |
EX-99.4 Exhibit 99.4 Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others ? This is . ? With me this morning/afternoon is . ? We wanted to make a personal phone call to advise you of a press release issued by PMFG, the parent company of Peerless Mfg. Co. earlier today. ? When we get off the phone call, I will email you a copy o |
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| May 4, 2015 |
EX-10.1 Exhibit 10.1 EXECUTION COPY VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of May 3, 2015 (this ?Agreement?), is entered into by and among the undersigned stockholders (each, a ?Stockholder? and, collectively, the ?Stockholders?) of CECO Environmental Corp., a Delaware corporation (?Parent?), and PMFG, Inc., a Delaware corporation (the ?Company?). WHEREAS, as of the date of this Agreemen |
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| May 4, 2015 |
EX-99.5 Exhibit 99.5 May 4, 2015 To: All Peerless Employees From: Peter Burlage, Chairman and Chief Executive Officer I am pleased to inform you that earlier this morning we announced that PMFG and CECO Environmental Corp. have entered into an agreement in which CECO will acquire PMFG in a cash and stock merger transaction. A copy of the press release is attached. We are truly excited about the op |
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| May 4, 2015 |
8-K 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): May 3, 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) |
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| May 4, 2015 |
CECO Environmental 425 (Prospectus) 425 Filed by CECO Environmental Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: PMFG, Inc. Commission File No. 001-34156 On May 4, 2015, CECO Environmental Corp. (?CECO?) and PMFG, Inc. (?PMFG?) held a conference call regarding CECO?s pending acquisition of PMFG. A copy of the transcript fr |
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| May 4, 2015 |
EX-99.4 Exhibit 99.4 Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others ? This is . ? With me this morning/afternoon is . ? We wanted to make a personal phone call to advise you of a press release issued by PMFG, the parent company of Peerless Mfg. Co. earlier today. ? When we get off the phone call, I will email you a copy o |
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| May 4, 2015 |
CECO Environmental 8-K (Prospectus) 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): May 3, 2015 CECO Environmental Corp. (Exact Name of registrant as specified in its charter) Delaware 000-7099 13-2566064 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 4, 2015 |
EX-99.5 Exhibit 99.5 May 4, 2015 To: All Peerless Employees From: Peter Burlage, Chairman and Chief Executive Officer I am pleased to inform you that earlier this morning we announced that PMFG and CECO Environmental Corp. have entered into an agreement in which CECO will acquire PMFG in a cash and stock merger transaction. A copy of the press release is attached. We are truly excited about the op |
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| May 4, 2015 |
Exhibit 99.4 Merger of CECO Environmental Corp. and PMFG, Inc. Talking Points for Telephone Calls to Key Customers, Suppliers and Others This is . With me this morning/afternoon is . We wanted to make a personal phone call to advise you of a press release issued by PMFG, the parent company of Peerless Mfg. Co. earlier today. When we get off the phone call, I will email you a copy of the pr |
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| May 4, 2015 |
Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS EX-99.3 Exhibit 99.3 Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS Senior leaders of Peerless Mfg. Co. and its operating subsidiaries can use these questions and answers to respond to questions from employees. This list contains specific questions about the merger and more difficult questions regarding jobs and synergies. These questions are not intended for wide dis |
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| May 4, 2015 |
Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS EX-99.3 Exhibit 99.3 Merger of CECO Environmental Corp. and PMFG, Inc. FREQUENTLY ASKED QUESTIONS Senior leaders of Peerless Mfg. Co. and its operating subsidiaries can use these questions and answers to respond to questions from employees. This list contains specific questions about the merger and more difficult questions regarding jobs and synergies. These questions are not intended for wide dis |
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| May 4, 2015 |
EX-99.1 Exhibit 99.1 CECO ENVIRONMENTAL TO ACQUIRE PMFG PMFG Stockholders to Receive $6.85 in Cash and CECO Stock Creates a Global Leader in Environmental, Energy and Fluid Handling Technologies $15 million in cost synergies expected to be realized within 24 months Cincinnati, OH; Dallas, TX, May 4, 2015 ? CECO Environmental Corp. (?CECO?) (NasdaqGM: CECE) and PMFG, Inc. (?PMFG?) (NasdaqGM: PMFG), |
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| May 4, 2015 |
EX-99.2 Exhibit 99.2 Exhibit 99.2 CECO to Acquire PMFG Creating a Global Leader in Environmental, Energy and Fluid Handling Technologies May 4, 2015 Forward Looking Statements Information in this document contains forward-looking statements, which involve a number of risks and uncertainties. CECO Environmental Corp. (CECO) and PMFG, Inc. (PMFG) caution readers that any forward-looking informat |
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| May 4, 2015 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 4, 2015 |
EX-99.2 Exhibit 99.2 Exhibit 99.2 CECO to Acquire PMFG Creating a Global Leader in Environmental, Energy and Fluid Handling Technologies May 4, 2015 Forward Looking Statements Information in this document contains forward-looking statements, which involve a number of risks and uncertainties. CECO Environmental Corp. (?CECO?) and PMFG, Inc. (?PMFG?) caution readers that any forward-looking informat |
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| February 17, 2015 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 13, 2015 in connection with their beneficial ownership of PMFG Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any n |
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| February 17, 2015 |
PMFG / Pmfg, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 PMFG Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: T |
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| February 17, 2015 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2015 |
PMFG / Pmfg, Inc. / NSB Advisors LLC - NSB ADVISORS, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 13, 2015 |
PMFG / Pmfg, Inc. / RUTABAGA CAPITAL MANAGEMENT LLC/MA Passive Investment UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act 1934 (Amendment No.) PMFG INC - (Name of Issuer) COMMON - (Title of Class of Securities) 69345P103 - (CUSIP Number) Calendar Year 2014 - (Date of Event Which Requires Filing of this Statement) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: |
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| February 11, 2015 |
PMFG / Pmfg, Inc. / GORGUZE LYNN E - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 5)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2014 (Date of Event |
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| February 5, 2015 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2015 Financial Results Dallas, Texas – February 5, 2015 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the quarter ended December 27, 2014. Second Quarter Fiscal Year 2015 Compared to 2014 Revenue in the second quarter of fiscal 2015 increased $11.3 m |
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| February 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): February 5, 2015 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi |
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| January 29, 2015 |
PMFG / Pmfg, Inc. / Invesco Ltd. - PMFG INC 12312014 Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. 1)* PMFG Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 69345P103 (CUSIP Number) December 31, 2014 |
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| January 22, 2015 |
PMFG / Pmfg, Inc. / THOMSON HORSTMANN & BRYANT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1*) (Name of Issuer) PMFG, INC (Title of Class of Securities) Common Stock (CUSIP Number) 69345P103 Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file rep |
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| January 22, 2015 |
PMFG / Pmfg, Inc. / THOMSON HORSTMANN & BRYANT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1*) (Name of Issuer) PMFG, INC (Title of Class of Securities) Common Stock (CUSIP Number) 69345P103 Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file rep |
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| December 18, 2014 |
CORRESP December 18, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| December 12, 2014 |
PMFG / Pmfg, Inc. S-3/A - - S-3/A S-3/A Table of Contents As filed with the Securities and Exchange Commission on December 12, 2014 Registration No. |
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| December 12, 2014 |
CORRESP December 12, 2014 BY EDGAR AND OVERNIGHT DELIVERY Sherry Haywood Staff Attorney United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: PMFG, Inc. |
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| November 25, 2014 |
Submission of Matters to a Vote of Security Holders 8-K 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): November 20, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| November 18, 2014 |
November 18, 2014 Via E-mail Ronald L. McCrummen Executive Vice President and Chief Financial Officer PMFG, Inc. 14651 North Dallas Parkway, Suite 500 Dallas, TX 75254 Re: PMFG, Inc. Registration Statement on Form S-3 Filed November 6, 2014 File No. 333-199924 Dear Mr. McCrummen: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comm |
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| November 6, 2014 |
EX-12.1 Exhibit 12.1 PMFG, Inc. Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends (Amounts in thousands, except ratios) Quarter Ended September 27, Year Ended June 30, 2014 2014 2013 2012 2011 2010 Earnings: Earning (loss) before income taxes $ 2,134 $ (39,595 ) $ (17 ) $ (2,043 ) $ 2,778 $ (2,967 ) Fixed charges* 340 2,018 980 1,614 2,393 4,726 Total Earnings $ 2,474 |
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| November 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): November 6, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 6, 2014 |
EX-24.1 Exhibit 24.1 POWERS OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints Peter J. Burlage and Ronald L. McCrummen and each of them, the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, to sign on his behalf as a director or officer or both, as |
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| November 6, 2014 |
EX-99.1 2 d818052dex991.htm EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2015 Financial Results Dallas, Texas – November 6, 2014 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the first quarter ended September 27, 2014. First Quarter Fiscal Year 2015 Compared to First Quarter Fiscal Year 2014 Rev |
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| November 6, 2014 |
PMFG / Pmfg, Inc. S-3 - - FORM S-3 Form S-3 Table of Contents As filed with the Securities and Exchange Commission on November 6, 2014 Registration No. |
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| October 16, 2014 |
PMFG / Pmfg, Inc. DEF 14A - - SCHEDULE 14A Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 10, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): September 10, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File |
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| September 10, 2014 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2014 Financial Results Dallas, Texas – September 10, 2014– PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the fourth quarter and fiscal year ended June 28, 2014. Fourth Quarter Fiscal Year 2014 Net bookings in the fourth quarter of fiscal 2014 incre |
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| August 5, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| August 4, 2014 |
PMFG / Pmfg, Inc. / CANNELL CAPITAL LLC - AMENDMENT NO. 2 TO SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| August 4, 2014 |
Exhibit 99.1 GROUP TERMINATION AGREEMENT This Group Termination Agreement (“Group Termination Agreement”), dated as of July 28, 2014 (the “Effective Date”), is entered into by and among Cannell Capital LLC, Dilip Singh, Alfred John Knapp, Jr., Mark Stolper, John Climaco, Kenneth Shubin Stein and Charles Gillman (collectively, the “Group Members”). WHEREAS, the Group Members entered into that certa |
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| July 29, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 29, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 29, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 29, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 29, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 29, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 25, 2014 |
Form 8-K 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 25, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File |
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| July 25, 2014 |
EX-10.1 Exhibit 10.1 AGREEMENT This Agreement (this “Agreement”) is made and entered into as of July 25, 2014, by and among Cannell Capital LLC, Tristan Partners, L.P., Tristan Offshore Fund, Ltd., J. Carlo Cannell, Dilip Singh, Alfred John Knapp, Jr., Mark D. Stolper, John M. Climaco, Charles M. Gillman and Kenneth H. Shubin Stein (collectively, the “Group”) and PMFG, Inc., a Delaware corporation |
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| July 23, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 23, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 22, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 22, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 18, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 17, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| July 17, 2014 |
PMFG / Pmfg, Inc. 144 - - FORM 144 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| June 13, 2014 |
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors and Stockholder Combustion Components Associates, Inc. We have audited the accompanying financial statements of Combustion Components Associates, Inc. (a Connecticut corporation), which comprise the balance sheet as of November 30, 2013, and the related statements of operations, stockholder’s equity, and cas |
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| June 13, 2014 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On March 28, 2014, Peerless Mfg. Co (“Peerless”) a wholly owned subsidiary of PMFG, Inc. (“PMFG”) acquired substantially all the assets of Combustion Components Associates, Inc. (“CCA”), other than cash and the stock of a CCA subsidiary, pursuant to an asset purchase agreement (the “Agreement”) with CCA and R. Gi |
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| June 13, 2014 |
AMENDMENT TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 5, 2014 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| June 4, 2014 |
PMFG / Pmfg, Inc. / CANNELL CAPITAL LLC - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. |
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| June 2, 2014 |
FORM SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report 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 |
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| June 2, 2014 |
EX-1.02 Exhibit 1.02 PMFG, Inc. Conflict Minerals Report For the reporting period from January 1, 2013 to December 31, 2013 1. Introduction. This Conflict Minerals Report (this “Report”) of PMFG, Inc. (the “Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (“Form SD”) promulgated under the Securities Exchange Act of 1934 for the reporting period January 1, 2013 to |
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| May 23, 2014 |
PMFG / Pmfg, Inc. / CANNELL CAPITAL LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PMFG, Inc. (Name of Issuer) Common Stock par value $0.01 per share (Title of Class Securities) 69345P103 (CUSIP Number) Cannell Capital LLC P.O. Box 3459 150 East Hansen Avenue Jackson, WY 83001-3459 (307) 733-2284 (Name, Address and Telephone Number of Person Authorized t |
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| May 12, 2014 |
May 12, 2014 Via E-mail Mr. Ronald L. McCrummen Chief Financial Officer PMFG, Inc. 14651 North Dallas Parkway, Suite 500 Dallas, TX 75254 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 File No. 1-34156 Dear Mr. McCrummen: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not for |
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| May 8, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): May 8, 2014 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) |
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| May 8, 2014 |
EX-99.1 2 d725823dex991.htm EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2014 Financial Results Dallas, Texas – May 8, 2014 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the third quarter ended March 29, 2014. Expansion of Environmental Products and Services On March 28, 2014, the Company comple |
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| April 24, 2014 |
April 24, 2014 Mr. Terence O’Brien Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 File No. 1-34156 Dear Mr. O’Brien: Set forth below is the response of PMFG, Inc. (the “Company”) to the comment from the staff of the Division of C |
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| April 14, 2014 |
April 14, 2014 Via E-mail Mr. Ronald L. McCrummen Chief Financial Officer PMFG, Inc. 14651 North Dallas Parkway Suite 500 Dallas, TX 75254 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 File No. 1-34156 Dear Mr. McCrummen: We have reviewed your response letter dated March 28, 2014, and have the following additional comment. If you disagree, we will consider yo |
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| April 3, 2014 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K Form 8-K 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): March 28, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File |
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| March 28, 2014 |
[PMFG Letterhead] March 28, 2014 Mr. Terence O’Brien Accounting Branch Chief Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 Form 10-Q for Fiscal Quarter Ended December 28, 2013 Filed February 7, 2014 Definitive Proxy Statement on Schedule 14A Filed Octo |
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| March 24, 2014 |
March 24, 2014 Via E-mail Mr. Ronald L. McCrummen Chief Financial Officer PMFG, Inc. 14651 North Dallas Parkway Suite 500 Dallas, TX 75254 Re: PMFG, Inc. Definitive Proxy Statement on Schedule 14A Filed October 2, 2013 File No. 1-34156 Dear Mr. McCrummen: In addition to our comments on your most recent Form 10-K and Form 10-Q per our letter dated March 4, 2014, we have the following comment regard |
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| March 21, 2014 |
Form 8-K 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): March 17, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File |
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| March 21, 2014 |
Entry into a Material Definitive Agreement - FORM 8-K Form 8-K 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): March 18, 2014 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File |
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| March 4, 2014 |
March 4, 2014 Via E-mail Mr. Ronald L. McCrummen Chief Financial Officer PMFG, Inc. 14651 North Dallas Parkway Suite 500 Dallas, TX 75254 Re: PMFG, Inc. Form 10-K for Fiscal Year Ended June 29, 2013 Filed September 6, 2013 Form 10-Q for Fiscal Quarter Ended December 28, 2013 Filed February 7, 2014 File No. 1-34156 Dear Mr. McCrummen: We have reviewed your filings and have the following comments. W |
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| February 14, 2014 |
PMFG / Pmfg, Inc. / GORGUZE LYNN E - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 4)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2013 (Date of Event |
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| February 14, 2014 |
PMFG / Pmfg, Inc. / PARADIGM CAPITAL MANAGEMENT INC/NY Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No.1) PMFG, Inc. (Name of Issuer) Common Stock 69345P103 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remaind |
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| February 14, 2014 |
EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete |
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| February 14, 2014 |
PMFG / Pmfg, Inc. / GORGUZE VINCENT - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 4)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2013 (Date of Event |
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| February 13, 2014 |
to Schedule 13G Joint Filing Agreement EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 12, 2014 in connection with their beneficial ownership of PMFG Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which this Exhibit is attached and make any n |
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| February 13, 2014 |
EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. |
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| February 13, 2014 |
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): February 7, 2014 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 |
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| February 13, 2014 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 7, 2014, to be effective as of March 1, 2014 (the “Effective Date”), between PMFG, INC. and its wholly-owned subsidiary, PEERLESS MFG. CO. (collectively, the “Employer”), and PETER J. BURLAGE (“Employee”). This Agreement amends and restates th |
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| February 13, 2014 |
PMFG / Pmfg, Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 PMFG Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: This Schedule is filed |
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| February 11, 2014 |
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd. |
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| February 11, 2014 |
PMFG / Pmfg, Inc. / Invesco Ltd. - PMFG INC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b) Under the Securities Exchange Act of 1934 (Amendment No. )* PMFG Inc. (Name of Issuer) Common Stock (Title of Classes of Securities) 69345P103 (CUSIP Number) December 31, 2013 (Da |
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| February 7, 2014 |
10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 6, 2014 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2014 Financial Results Dallas, Texas – February 6, 2014 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the second quarter ended December 28, 2013. Second Quarter Fiscal Year 2014 Compared to 2013 Revenue in the second quarter of fiscal 2014 decreased |
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| February 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 6, 2014 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 |
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| February 6, 2014 |
PMFG / Pmfg, Inc. / THOMSON HORSTMANN & BRYANT INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) (Name of Issuer) PMFG, INC (Title of Class of Securities) Common Stock (CUSIP Number) 69345P103 Check the following box if a fee is being paid with this statement. (A fee is not required only if the filing person: (1) has a previous statement on file repo |
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| December 17, 2013 |
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): December 16, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 15, 2013 |
Submission of Matters to a Vote of Security Holders 8-K 1 d629112d8k.htm FORM 8-K 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): November 14, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorpo |
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| November 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): November 6, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 6, 2013 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2014 Financial Results Dallas, Texas – November 6, 2013 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the quarter ended September 28, 2013. First Quarter Fiscal Year 2014 Compared to First Quarter Fiscal Year 2013 Revenue in the first quarter of fisca |
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| October 3, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 3, 2013 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IR |
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| October 3, 2013 |
FIRST AMENDMENT TO CREDIT AGREEMENT EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated effective as of September 30, 2013, among PMFG, INC., a Delaware corporation (“PMFG”), and PEERLESS MFG. CO., a Texas corporation (“Peerless”, and PMFG and Peerless, individually and collectively shall be referred to herein as, the “Borrower”); each of the Lenders party heret |
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| October 2, 2013 |
Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 9, 2013 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D. |
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| September 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): September 5, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File N |
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| September 5, 2013 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2013 Financial Results Dallas, Texas – September 5, 2013– PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the fourth quarter and fiscal year ended June 29, 2013. Fourth Quarter Fiscal Year 2013 Compared to Fourth Quarter Fiscal Year 2012 Revenue in t |
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| July 24, 2013 |
PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS EX-10.2 Exhibit 10.2 PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, Inc., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 20 |
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| July 24, 2013 |
Exhibit 10.4 SEVERANCE AGREEMENT THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into to be effective as of , 2013 (the “Effective Date”), between PMFG, Inc., a Delaware corporation (the “Company”), and (the “Executive”). Terms used in this Agreement with initial capital letters shall have the meaning ascribed herein. The Executive is currently an officer of the Company. The Executive posse |
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| July 24, 2013 |
PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Exhibit 10.1 PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentive Plan, as amended |
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| July 24, 2013 |
PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT EX-10.3 Exhibit 10.3 PMFG, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of , 20 is entered into between PMFG, INC., a Delaware corporation (the “Company”), and (“Grantee”). Capitalized terms used herein but not defined shall have the meanings assigned to those terms in the PMFG, Inc. 2007 Stock Incentiv |
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| July 24, 2013 |
Form 8-K 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 24, 2013 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat |
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| May 9, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): May 9, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 9, 2013 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2013 Financial Results Dallas, Texas – May 9, 2013 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the third quarter ended March 30, 2013. Third Quarter Fiscal Year 2013 Compared to 2012 Revenue for the third quarter of fiscal 2013 of $35.0 million decl |
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| April 2, 2013 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT EX-4.1 Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1, dated as of April 1, 2013 (this “Amendment”), to the Rights Agreement, dated as of August 15, 2008 (the “Rights Agreement”), by and between PMFG, Inc. (the “Company”) and Computershare Shareowner Services LLC (formerly known as Mellon Investor Services LLC), as rights agent (the “Rights Agent”). RECITALS WHEREAS, pursuant to S |
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| April 2, 2013 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits 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): April 2, 2013 (April 1, 2013) PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State of incorporation or organization) (Commission File |
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| February 14, 2013 |
PMFG / Pmfg, Inc. / GORGUZE LYNN E - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2012 (Date of Event |
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| February 14, 2013 |
PMFG / Pmfg, Inc. / GORGUZE VINCENT - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 3)* PMFG, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) 12/31/2012 (Date of Event |
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| February 14, 2013 |
EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete |
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| February 14, 2013 |
PMFG / Pmfg, Inc. / Utility Service Holding Co., Inc. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PMFG, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of ~ecurities) 69345P103 (CUSIP Number) February 14, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 13, 2013 |
PMFG / Pmfg, Inc. / NSB Advisors LLC - PMFG_123112 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) 12/31/2012 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 13, 2013 |
PMFG / Pmfg, Inc. / NICKLIN WILLIAM FRED - PMFG 123112 WFN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) December 31, 2012 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 12, 2013 |
PMFG / Pmfg, Inc. / PARADIGM CAPITAL MANAGEMENT INC/NY Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13G (Rule 13d-102) PMFG, Inc. (Name of Issuer) Common Stock 69345P103 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover |
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| February 7, 2013 |
STATEMENT REGARDING NON-GAAP RESULTS EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2013 Financial Results Dallas, Texas – February 7, 2013 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the second quarter ended December 29, 2012. Second Quarter Fiscal Year 2013 Compared to 2012 Revenue in the second quarter of fiscal 2013 decreased |
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| February 7, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): February 7, 2013 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 9, 2012 |
Submission of Matters to a Vote of Security Holders - FORM 8-K FORM 8-K 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): November 8, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 8, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): November 8, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi |
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| November 8, 2012 |
Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports First Quarter Fiscal Year 2013 Financial Results Dallas, Texas – November 8, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the first quarter ended September 29, 2012. First Quarter Fiscal Year 2013 Compared to First Quarter Fiscal Year 2012 Revenue in the first quarter of fiscal |
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| October 10, 2012 |
PMFG / Pmfg, Inc. / NSB Advisors LLC - PMFG_093012 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) 9/30/2012 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| September 25, 2012 |
Schedule 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| September 12, 2012 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2012 Financial Results Dallas, Texas – September 12, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the fourth quarter and fiscal year ended June 30, 2012. Fourth Quarter Fiscal Year 2012 Compared to Fourth Quarter Fiscal Year 2011 Revenue in |
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| September 12, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): September 12, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission |
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| September 11, 2012 |
CREDIT AGREEMENT Exhibit 10.1 Execution Copy CREDIT AGREEMENT DATED AS OF SEPTEMBER 7, 2012 AMONG PMFG, INC. AND PEERLESS MFG. CO., EACH AS BORROWER, CITIBANK, N.A., AS ADMINISTRATIVE AGENT, SWINGLINE LENDER AND ISSUING BANK AND THE LENDERS PARTY HERETO CITIBANK, N.A., AS SOLE LEAD ARRANGER, DOCUMENTATION AGENT, SYNDICATION AGENT AND SOLE BOOKRUNNER TABLE OF CONTENTS Page Article I Definitions and |
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| September 11, 2012 |
FORM 8-K 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): September 7, 2012 PMFG, Inc. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 24, 2012 |
EX-99.1 Exhibit 99.1 PMFG, Inc. (Parent of Peerless Mfg. Co.) Announces Resignation of Warren R. Hayslip as Executive Vice President & Chief Operating Officer DALLAS, August 24, 2012 (GlobeNewswire via COMTEX) PMFG, Inc. (the “Company”) (Nasdaq: PMFG) today announced the resignation of Mr. Warren Hayslip, as the Company’s Executive Vice President and Chief Operating Officer, effective as of August |
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| August 24, 2012 |
Form 8-K 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): August 24, 2012 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| July 26, 2012 |
PMFG / Pmfg, Inc. / Utility Service Holding Co., Inc. - 13GA_PMFG Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PMFG, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 69345P103 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| June 8, 2012 |
PMFG / Pmfg, Inc. / NSB Advisors LLC - 05312012 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) 5/31/2012 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| May 9, 2012 |
EX-99.1 Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Third Quarter Fiscal Year 2012 Financial Results Dallas, Texas – May 9, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the third quarter ended March 31, 2012. • Strong Net Bookings in the Quarter of Over $30 Million • Backlog at March 31, 2012 of $106 Million; Near Record |
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| May 9, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K FORM 8-K 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): May 9, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 14, 2012 |
2 Portion of Work Substantial Completion Date AIA Document A101-2007 Standard Contract for Construction Exhibit 10.1 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Twelfth day of March in the year Two Thousand Twelve (In words, indicate day, month and year) BETWEEN the Owner: (Name, legal status, address and other information) Peerless Manufacturing Company 14651 |
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| March 14, 2012 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): March 14, 2012 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| February 17, 2012 |
2,600,000 Shares* PMFG, Inc. Common Stock UNDERWRITING AGREEMENT Underwriting Agreement, dated February 15, 2012 Exhibit 1.1 2,600,000 Shares* PMFG, Inc. Common Stock UNDERWRITING AGREEMENT February 15, 2012 STIFEL, NICOLAUS & COMPANY, INCORPORATED WILLIAM BLAIR & COMPANY, L.L.C. As representatives of the several Underwriters named in Schedule I hereto c/o Stifel, Nicolaus & Company, Incorporated One South Street Baltimore, Maryland 21202 Ladies and Gentlemen: |
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| February 17, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K 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): February 15, 2012 PMFG, INC. (Exact Name Of Registrant As Specified In Charter) Delaware 001-34156 51-0661574 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 16, 2012 |
PMFG / Pmfg, Inc. / GORGUZE LYNN E - PMFG 123111 L GORGUZE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) December 31, 2011 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 16, 2012 |
FREE WRITING PROSPECTUS DATED FEBRUARY 15, 2012 Free Writing Prospectus Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 15, 2012 Relating to Preliminary Prospectus Supplement dated February 7, 2012 and Prospectus dated November 28, 2010 Registration No. |
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| February 16, 2012 |
PMFG / Pmfg, Inc. / GORGUZE VINCENT - PMFG 123111 V GORGUZE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) December 31, 2011 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 16, 2012 |
Prospectus - FINAL PROSPECTUS SUPPLEMENT FINAL PROSPECTUS SUPPLEMENT Table of Contents Filed pursuant to Rule 424(b)(5) SEC File No. |
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| February 16, 2012 |
EXHIBIT 99.1 - EXHIBIT A TO SCHEDULE 13G Exhibit 99.1 EXHIBIT A Joint Filing Agreement This Joint Filing Agreement is dated as of December 31, 2010 by and among Vincent Gorguze, Gloria Gorguze and the Vincent and Gloria Gorguze Trust dated March 27, 1998. WHEREAS, pursuant to Rule 240.13d-1(k) promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (Exchange Act), the pa |
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| February 15, 2012 |
PMFG / Pmfg, Inc. / NICKLIN WILLIAM FRED - PMFG 123111 WFN Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) December 31, 2011 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 14, 2012 |
PMFG / Pmfg, Inc. / NSB Advisors LLC - PMFG 123111 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* PMFG, Inc. - (Name of Issuer) Common Stock, $0.01 par value - (Title of Class of Securities) 69345P103 - (CUSIP NUMBER) December 31, 2011 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 7, 2012 |
SUBJECT TO COMPLETION, DATED FEBRUARY 7, 2012 Preliminary Pros Supplement Table of Contents Filed pursuant to Rule 424(b)(5) SEC File No. |
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| February 1, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): February 1, 2012 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commission Fi |
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| February 1, 2012 |
Exhibit 99.1 IMMEDIATE RELEASE PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Second Quarter Fiscal Year 2012 Financial Results Dallas, Texas – February 1, 2012 – PMFG, Inc. (the “Company”) (NASDAQ: PMFG) today reported financial results for the second quarter ended December 31, 2011. • Net Bookings in Q2 Over $57 Million • Contract Backlog Rises to $111 Million Three Month Periods Ended Decembe |
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| February 1, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2011 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commissio |
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| February 1, 2012 |
Exhibit 99.1 Exhibit 99.1 Burgess Manning GmbH FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT September 30, 2011 Independent Auditor’s Report We have audited the annual financial statements — comprising balance sheet, profit and loss account and notes—together with the bookkeeping system of Burgess-Manning GmbH, Düsseldorf, Germany for the business year from October 1, 2010 to September 30, |
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| January 17, 2012 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2011 PMFG, INC. (Exact name of registrant as specified in its charter) Delaware 001-34156 51-0661574 (State or other jurisdiction of incorporation) (Commissio |
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| January 17, 2012 |
Unaudited Pro Forma Financial Information Exhibit 99.2 Exhibit 99.2 Unaudited Pro Forma Financial Information On November 4, 2011, PMFG, Inc. (“PMFG”, “Peerless” or the “Company”) entered into a share purchase agreement (the “Purchase Agreement”) with Mr. Rainer Diekmann, pursuant to which the Company agreed to acquire all of the outstanding shares of Burgess Manning GmbH, a limited liability company organized under the laws of Germany. T |
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| January 17, 2012 |
Exhibit 99.1 Exhibit 99.1 Burgess Manning GmbH FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT September 30, 2011 Independent Auditor’s Report We have audited the annual financial statements — comprising balance sheet, profit and loss account and notes—together with the bookkeeping system of Burgess-Manning GmbH, Düsseldorf, Germany for the business year from October 1, 2010 to September 30, |
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| November 22, 2011 |
corresp [PMFG LETTERHEAD] November 22, 2011 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 21, 2011 |
corresp [Jones Day Letterhead] November 21, 2011 Ms. Pamela Long Assistant Director Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: PMFG, Inc. Registration Statement on Form S-3 Filed October 18, 2011, File No. 333-177358 Dear Ms. Long: Set forth below are responses to the comments of the staff of the Division of Corporation Finance |
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| November 14, 2011 |
November 14, 2011 Via E-mail Melissa G. Beare Vice President, General Counsel and Corporate Secretary PMFG, Inc. 14651 North Dallas Parkway, Suite 500 Dallas, Texas 75254 Re: PMFG, Inc. Registration Statement on Form S-3 Filed October 18, 2011 File No. 333-177358 Dear Ms. Beare: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of |