PMFG, Inc. (Parent of Peerless Mfg. Co.) Files Two Registration Statements


DALLAS, Sept. 23, 2009 (GLOBE NEWSWIRE) -- PMFG, Inc. (Nasdaq:PMFG) (the "Company") announced today that it has filed a registration statement with the Securities and Exchange Commission (the "SEC") that, when declared effective by the SEC, would allow the Company to sell, from time to time, up to $60 million of the Company's equity securities in one or more offerings. The proposed registration statement is intended to give the Company greater flexibility to raise funds from the offering of its equity securities, subject to market conditions and the Company's capital needs. The terms of any offering under the registration statement will be established at the time of the offering.

When declared effective by the SEC, the registration statement would enable the Company to raise funds from the offering through underwriters, agents, dealers or by sales to direct purchasers. The proceeds from the sales of securities by the Company under the registration statement will be used for the purposes described in a prospectus supplement filed at the time of any offering. Under the terms of our existing credit agreement, all or part of the net proceeds from any offering may be required to be used to repay indebtedness under the credit agreement.

In addition, the Company filed a resale registration statement with the SEC that, when declared effective by the SEC, would allow the holders of its Series A Convertible Preferred Stock and warrants issued on September 4, 2009 to sell, from time to time, shares of the Company's common stock received upon conversion of the preferred stock or exercise of the warrants.

The registration statements have not been declared effective by the SEC. The securities offered by the Company or selling stockholders under the registration statements may not be sold, nor may offers to buy the securities be accepted prior to the time the registration statements become effective. This press release shall not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offering may be made only by means of prospectus and a related prospectus supplement.

About PMFG

The Company is a leading provider of custom engineered systems and products designed to help ensure that the delivery of energy is safe, efficient and clean. The Company primarily serves the markets for power generation, natural gas infrastructure and petrochemical processing. Headquartered in Dallas, Texas, the Company markets its systems and products worldwide under the brand names of Peerless Mfg. Co., Burgess-Manning(TM), Bos-Hatten(TM) and Alco Products(TM).

The PMFG, Inc. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5676

Safe Harbor Under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this press release that are not historical facts are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. The words "anticipate," "expect," "believe," "intend" and similar expressions identify forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for such forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These risks and uncertainties include the Company's ability to raise additional capital and to execute its plans and strategies. Other important information regarding factors that may affect the Company's future performance is included in the public reports that the Company files with the SEC, including the information under Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2009. The Company undertakes no obligation to revise any forward-looking statements or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The inclusion of any statement in this release does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.



            

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