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): September 30, 2004
GRAHAM CORPORATION
(exact name of registrant as specified in Charter)
Delaware 1-8462 16-1194720
-------- ------ ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification
Number)
20 Florence Avenue, Batavia, New York 14020
-------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (585) 343-2216
--------------
N/A
(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))
2
Item 1.01. Entry into a Material Definitive Agreement
------------------------------------------
On September 30, 2004, Graham Corporation entered into an
agreement with Toshiba International Corporation settling
litigation brought by Graham against Toshiba International in
April 2004 alleging breach of contract. Pursuant to this
settlement Graham Corporation has accepted payment of
$1,900,000 in cancellation charges. Graham has agreed to
dismiss its claim and Toshiba has agreed to dismiss its
counterclaim filed in June 2004.
Item 8.01. Other Events
------------
On October 4, 2004, Graham Corporation issued a press release
announcing the settlement with Toshiba International
Corporation. A copy is attached hereto as Exhibit 99.1
attached hereto.
Item 9.01 Financial Statements and Exhibits
---------------------------------
(c) Exhibits
Exhibit Number Description of Exhibits
-------------- -----------------------
10 Letter Agreement between Graham Corporation
and Toshiba International, Inc. dated
September 30, 2004
99.1 Press Release dated October 4, 2004
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 thereunto duly authorized.
GRAHAM CORPORATION
(Registrant)
Date: October 4, 2004 By /s/ J. Ronald Hansen
____________________
J. Ronald Hansen
Vice President - Finance
& Administration and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit Number Description of Exhibits
-------------- -----------------------
10 Letter Agreement between Graham Corporation
and Toshiba International, Inc. dated
September 30, 2004
99.1 Press Release dated October 4, 2004