Colfax CORP false 0001420800 0001420800 2022-01-12 2022-01-12 0001420800 us-gaap:CommonStockMember 2022-01-12 2022-01-12 0001420800 us-gaap:CapitalUnitsMember 2022-01-12 2022-01-12












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2022



Colfax Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-34045   54-1887631

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

2711 Centerville Road, Suite 400

Wilmington, DE 19808

(Address of principal executive offices) (Zip Code)

(302) 252-9160

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


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


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, par value $0.001 per share   CFX   New York Stock Exchange
5.75% Tangible Equity Units   CFXA   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01

Other Events.

The Company today announced the final settlement rate for the remaining outstanding prepaid stock purchase contracts that are components of its tangible equity units (NYSE: CFXA) issued in January 2019 (the “Units”). To date, Holders of 3,334,116 of the 4,600,000 purchase contracts originally issued by the Company as components of the Units previously converted their purchase contracts into shares of the Company’s common stock. Holders of the 1,265,884 remaining outstanding purchase contracts will receive 4.000 shares of the Company’s common stock for each stock purchase contract that they hold directly or as part of a Unit. Consequently, on January 18, 2022, which is the first business day after the mandatory settlement date of January 15, 2022, each holder of Units will receive 4.000 shares of the Company’s common stock for each such Unit.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 12, 2022



/s/ Christopher M. Hix

Name:   Christopher M. Hix
Title:   Executive Vice President, Finance,
  Chief Financial Officer
  (Principal Financial Officer)