CHART INDUSTRIES INC false 0000892553 0000892553 2020-12-15 2020-12-15

UNITED STATES

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): December 15, 2020

CHART INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-11442 |  | 34-1712937
(State of other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

3055 Torrington Drive Ball Ground, Georgia |  | 30107
(Address of principal executive offices) |  | (ZIP Code)

Registrant’s telephone number, including area code: (770) 721-8800

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 |  | Trading Symbol(s) |  | Name of Each Exchange on Which Registered
Common stock, par value $0.01 |  | GTLS |  | The NASDAQ Stock Market LLC

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. ☐

Item 7.01 | Regulation FD Disclosure.

On December 15, 2020, Chart Industries, Inc. (“Chart”) issued a press release announcing the signing of an exclusive letter of intent to acquire Sustainable Energy Solutions, Inc., subject to execution of definitive transaction documentation. A copy of Chart’s press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

On December 15, 2020, Chart issued a press release announcing the completion of an investment in Hydrogen Technology and Energy Corporation in the amount of CAD $20 million for 15.6% of its capital stock on a fully-diluted basis. A copy of Chart’s press release is furnished as Exhibit 99.2 and is incorporated herein by reference.

On December 15, 2020, Chart posted a slide presentation on its investor relations website. A copy of Chart’s presentation is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

All information in the press releases and the slide presentation is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Chart specifically incorporates it by reference.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Press release issued by Chart, dated December 15, 2020.
99.2 |  | Press release issued by Chart, dated December 15, 2020.
99.3 |  | Investor Presentation posted by Chart, dated December 15, 2020.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

|  |  |  | Chart Industries, Inc.
Date: December 15, 2020 |  |  |  |
|  |  |  | By: |  | /s/ Jillian C. Evanko
|  |  |  | Name: |  | Jillian C. Evanko
|  |  |  | Title: |  | President and Chief Executive Officer