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 9, 2009

FMC Technologies, Inc.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	1-16489	 	36-4412642	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(I.R.S. Employer
Identification No.)	
1803 Gears Road, Houston, Texas 77067
(Address of principal executive offices)
Registrant’s telephone number, including area code: (281) 591-4000
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:
 
¨	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))	

 

Item 1.01	Entry into a Material Definitive Agreement.	
Purchase Agreement
On September 9, 2009, FMC Technologies, Inc. (“FMC”) entered into a Purchase Agreement (the “Purchase Agreement ”) with Direct Drive Systems, Inc., a Delaware corporation (“ DDS ”), each stakeholder in DDS signatory thereto (individually, a “ Seller ” and collectively, the “ Sellers ”) and Vatche Artinian as the Sellers’ Representative, pursuant to which FMC agreed to purchase all of the equity interests in DDS for a total purchase price of $120,000,000, less indebtedness and certain transaction expenses. The total purchase price is subject to potential post-closing adjustments related to working capital. The Purchase Agreement contains customary representations, warranties, covenants and indemnities, and provides that, initially, $8,000,000 of the total purchase price will be held in escrow for a period of three years to support the Sellers’ indemnification obligations. In addition, under the terms of the Purchase Agreement, DDS has agreed, subject to certain exceptions, to conduct its businesses in the ordinary course and not to engage in certain activities between the execution of the Purchase Agreement and the consummation of the transactions or the termination of the Purchase Agreement.
The Purchase Agreement contains certain termination rights for both FMC and DDS, including, among others, if, subject to certain exceptions, the closing of the transactions contemplated by the Purchase Agreement does not occur by October 31, 2009. In the event of a termination of the Purchase Agreement, neither FMC nor DDS will be required to pay a termination fee. However, in the event a party terminates the Purchase Agreement under certain circumstances related to a willful and intentional breach by the other party of any of its obligations or covenants, the terminating party will be entitled to seek damages from the party in breach.
The closing of the transactions contemplated by the Purchase Agreement is currently expected to occur during the fourth quarter and is subject to the satisfaction of certain conditions to closing, including (1) the receipt of any applicable regulatory approvals (2) the absence of legal impediments prohibiting or pending litigation threatening the transactions and (3) the execution and delivery of certain amendments to the license agreement between DDS and Calnetix, Inc.
The foregoing description of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the text of the Purchase Agreement, which will be filed as an exhibit to FMC’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2009.
 
Item 7.01	Regulation FD Disclosure.	
On September 9, 2009, FMC Technologies, Inc. issued a press release announcing its intent to acquire Direct Drive Systems, Inc., a Delaware Corporation. A copy of the press release is furnished here with as Exhibit 99.1 and incorporated herein by reference.
 
Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits:

99.1	 	Press Release issued by FMC Technologies, Inc., dated September 9, 2009	

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.

FMC TECHNOLOGIES, INC.	
 	 	
By:	 	/s/ William H. Schumann, III	
 	 	William H. Schumann, III	
 	 	Executive Vice President and Chief Financial Officer	
Dated: September 11, 2009

Exhibit 99.1
FMC Technologies Acquires Direct Drive Systems
HOUSTON, September 9, 2009 — FMC Technologies, Inc. (NYSE: FTI) announced today its intent to acquire Direct Drive Systems (DDS). Based in Cerritos, California, DDS is a world leader in the development and manufacture of high-performance permanent magnet motors and bearings for the oil and gas industry. The transaction, expected to close in the fourth quarter of 2009, is valued at approximately $120 million and is expected to be accretive in 2011.
Direct Drive Systems provides operationally superior machines for a variety of primary energy related applications, including integral motors and related system components for compression and pumping for natural gas pipelines, offshore platform and subsea processing markets. The compact size, efficiency and reliability of the DDS motors make them ideal for these demanding applications.
“DDS’ strength in compact, high efficiency motors, combined with FMC’s system integration capabilities, will result in enhanced value for our customers,” said Peter D. Kinnear, FMC’s Chairman, President and Chief Executive Officer. “Our combined expertise and innovative technologies will allow for the creation of next-generation pumping and compression solutions, strengthening FMC’s market-leading position in the important area of increased oil recovery.”
“We are excited to join FMC and complement its industry leadership position,” said Kevin McGlensey, President and Chief Executive Officer of DDS. “Our talented employees and innovative designs are a strong strategic fit with FMC’s Technologies, and we will now have additional growth opportunities due to their broad global reach.”
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FMC Technologies, Inc. (NYSE:FTI) is a leading global provider of technology solutions for the energy industry and other industrial markets. The Company designs, manufactures and services technologically sophisticated systems and products such as subsea production and processing systems, surface wellhead systems, high pressure fluid control equipment, measurement solutions, and marine loading systems for the oil and gas industry. Named by FORTUNE Magazine as America’s Most Admired Oil and Gas Equipment, Service Company in 2008, FMC Technologies has approximately 10,400 employees and operates 19 manufacturing facilities in 14 countries. For more information visit  www.fmctechnologies.com .
Direct Drive Systems (DDS) is the world’s leading producer of high-speed, high-power synchronous motors and generators, utilizing permanent magnet technology. DDS also produces magnetic bearings, which make oil-free turbomachinery applications possible. DDS drive systems provide efficient and cost-effective compression, pumping, and generation solutions for pipeline, offshore platform, and subsea applications in the oil and gas and process industries. DDS motors and generators operate up to 23,000RPM with power levels up to 16,000HP and couple directly to loads without gearboxes, increasing efficiency while reducing size, weight, and capital/operating costs. DDS is currently headquartered in Cerritos, Calif. For more information, visit www.DirectDriveSystems.net.
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. These risks and uncertainties are described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and may be modified in subsequent quarterly reports filed by the Company with the Securities and Exchange Commission that may be accessed on the Company’s website. The Company cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements.