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 6, 2020
FORUM ENERGY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-35504
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61-1488595
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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10344 Sam Houston Park Drive
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Suite 300
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Houston
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TX
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77064
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(Address of Principal Executive Offices)
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(Zip Code)
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(Address of principal executive offices and 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:
☐ 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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FET
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NYSE
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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 check mark 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. o
Item 8.01. Other Events.
On July 6, 2020, Forum Energy Technologies, Inc. (the “Company”) issued a press release announcing the commencement of an offer to exchange (the “Exchange Offer”) its outstanding 6.250% Senior Notes due 2021 (the “Old Notes”) for newly issued 9.00% Convertible Senior Secured Notes due 2025, as well as a solicitation of consents to proposed amendments with respect to the Old Notes. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Also on July 6, 2020, the Company issued a press release providing an update on market conditions. A copy of the release is furnished herewith as Exhibit 99.2 and incorporated herein by reference.
The preliminary prospectus related to the Exchange Offer contains updated risk factor disclosure relating to the Company’s business. Accordingly, the Company is filing information for the purpose of supplementing and updating the risk factor disclosure contained in the Company’s prior public filings, including those discussed under the heading, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and its subsequent filings with the Securities and Exchange Commission. The updated disclosure is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Exhibit Title or Description
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: July 6, 2020
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FORUM ENERGY TECHNOLOGIES, INC.
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/s/ John C. Ivascu
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John C. Ivascu
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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