UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): September 4,
2009
FLOW INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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| 001-34443 |
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91-1104842 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 23500 64th Avenue South, Kent, Washington |
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98032 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain officers; Compensatory Arrangements of Certain Officers |
(b) Departure of Certain Officers
Scott G. Rollins has served as the Chief Information Officer of Flow International Corporation
(the “Company”) since February of 2007, and, as previously disclosed, has been working in that role
as an independent contractor since May 20, 2009 to ensure a smooth transition of the Company’s ERP
upgrade project to his successor. Effective as of September 4, 2009, the remainder of Mr. Rollins’
duties and responsibilities have been transitioned to Daric Schweikart, who joined the Company in
May 2009 as the Company’s Vice President of Information Technology. Mr. Rollins will continue to
serve the Company as an independent contractor and will continue to advise the Company’s
information technology group on the ERP project.
(e) Compensatory Arrangement of Certain Officers
At the Annual Meeting of Shareholders held on September 10, 2009, shareholders of the Company
approved an amendment to the Company’s 2005 Equity Incentive Plan, as amended and restated (the
“2005 Plan”), which amendment provides for an increase in the aggregate number of shares of common
stock that may be issued pursuant to the 2005 Plan from 2,500,000 shares to 5,000,000 shares. This
increase of authorized shares of common stock is reflected in newly revised Section 3(a) of the
2005 Plan. A copy of the 2005 Plan, as amended, is attached as Exhibit 10.1 to this report.
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| Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On September 10, 2009, the Company filed Articles of Amendment of Restated Articles of
Incorporation with the Washington Secretary of State (the “Articles of Amendment”). The Articles
of Amendment are attached to this report as Exhibit 3.1(b) and provide for an increase in the
authorized stock of the Company. Before the filing of the Articles of Amendment, the Restated
Articles of Incorporation of the Company provided for the authorization of two classes of stock,
consisting of 49,000,000 shares designated as common stock, and 1,000,000 shares designated as
preferred stock. In connection with the Articles of Amendment, the authorized stock of the Company
has been increased to 85,000,000 shares, consisting of 84,000,000 shares of common stock and
1,000,000 shares of preferred stock. The Articles of Amendment were approved by the Board of
Directors of the Company and by the shareholders of the Company on September 10, 2009. All other
provisions of the Company’s Restated Articles of Incorporation remain the same.