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): February 13,
2009
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-8462
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16-1194720 |
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 20 Florence Avenue, Batavia, New York
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14020 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code:
(585) 343-2216
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 13, 2009 Graham Corporation (the “Company”) entered into Amendment No. 1 to Loan
Agreement (the “Amendment”) with Bank of America, N.A. (the “Bank”). The Amendment, which amends
that certain Loan Agreement dated December 5, 2007 between the Bank and the Company, provides the
Company with the Bank’s consent to complete its previously announced stock repurchase program.
Pursuant to such stock repurchase program, the Company may utilize cash on
hand to repurchase up to 1,000,000 shares of its Common Stock in open market and privately
negotiated transactions. The Company’s stock repurchase program will continue until the earlier of
July 29, 2009, until 1,000,000 of shares of Common Stock have been repurchased or until the Board
of Directors terminates the program.
A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 99.1. The
above summary of the terms of the Amendment are qualified in their entirety by reference to the
actual text of the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following is attached as an exhibit to this Form 8-K:
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| Exhibit No. |
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Description |
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99.1
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Amendment No. 1 to Loan Agreement between Graham Corporation
and Bank of America, N.A., dated as of February 13, 2009. |