Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 16, 2015
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
970 East 64th Street, Cleveland Ohio
(Address of principal executive offices)
(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600
(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))

Item 1.01 Entry into a Material Definitive Agreement.

On March 16, 2015, SIFCO Industries, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) to purchase all of the outstanding equity of C Blade S.pA. Forging & Manufacturing (“C Blade”), located in Maniago, Italy, from Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons. The total purchase price for the acquisition will be between €25,000,000 and €26,500,000 in cash, depending on the Adjusted EBITDA (as defined in the Share Purchase Agreement) of C Blade for 2014. The purchase price is also subject to an adjustment for working capital and indebtedness. The Company anticipates that the acquisition will close within approximately four months upon satisfaction of all conditions precedent to closing.

The Share Purchase Agreement contains customary representations and warranties and covenants by each party. Both parties are obligated, subject to certain limitations, to indemnify the other for certain customary and other specified matters, including breaches of representations and warranties, nonfulfillment or breaches of covenants and for certain liabilities and third-party claims.

The Company issued a press release announcing the entrance into the Share Purchase Agreement. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 16, 2015, Catherine Kramer notified the Company of her decision to resign as Vice President – Finance and Chief Financial Officer and as an employee of the Company effective April 3, 2015. Ms. Kramer was presented with an opportunity to return to the private equity industry, and her resignation is not due to a disagreement with the Company on any matter relating to the Company’s operations, policies or practices .

The Company has undertaken a national search for a new Chief Financial Officer.

Thomas R. Kubera, 55, has been named as Interim Chief Financial Officer, effective April 3, 2015, until a new Chief Financial Officer is announced. Mr. Kubera joined the Company in May 2014 as Corporate Controller. Prior to joining the Company, Mr. Kubera held various senior accounting roles with Cliffs Natural Resources, Inc. a mining and natural resources company, most recently as the Controller, Global Operations Services.

The Company issued a press release announcing Ms. Kramer’s resignation. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Press Release by the Company regarding the acquisition of C Blade S.pA. Forging & Manufacturing and the resignation of Catherine Kramer dated March 17, 2015

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.
SIFCO Industries, Inc.
Date: March 17, 2015
/s/ Michael S. Lipscomb
Michael S. Lipscomb
Chief Executive Officer
(Principal Executive Officer)

SIFCO Industries, Inc. Signs Definitive Agreement to Acquire C*Blade;
CFO to Return to Private Equity Industry

CLEVELAND – March 17, 2015 – SIFCO Industries, Inc. (NYSE MKT: SIF) announced today that
It has entered into a definitive agreement to acquire the Italian-based company C*Blade from Riello Investment Partners. Closing will occur following satisfaction of certain conditions and regulatory approvals, currently anticipated by mid- 2015.

In an unrelated development, SIFCO also announced that Catherine M. Kramer, Vice President and Chief Financial Officer, will leave the Company, effective April 3, 2015, to return to the private equity industry.

C*Blade Acquisition
The C*Blade acquisition will deliver important strategic benefits to SIFCO’s target markets of aerospace and energy, including broader reach into the steam turbine market and an opportunity to sell C*Blade’s products in the U.S. market.

C*Blade has been in business for more than 50 years and specializes in the manufacture of steam turbine blades and gas compressor blades for the energy market. C*Blade is a best-in-class manufacturer of critical turbine components with strong machining capabilities and a long track record of serving both OEM and aftermarket customers. Located in Maniago, Italy, C*Blade has approximately 150 employees and annual revenues of approximately US $30 million. The acquisition is expected to be accretive to earnings.

“C*Blade enjoys a strong reputation for its design expertise and high quality products,” said Michael S. Lipscomb, Chairman and Chief Executive Officer. “We are delighted to have reached an agreement with the C*Blade team and plan to leverage their strong capabilities and competitive advantages to become an integral part of SIFCO’s growth strategy.”

Chief Financial Officer
Ms. Kramer has served in her current role since January 1, 2013. She joined the Company in 2012 as director of financial planning and analysis after spending four years at Greenstar Capital LLC, where she served as managing director and vice president of strategic planning.

“While we are disappointed that Kate will be leaving us, we understand and respect her decision to accept an opportunity in an area that has been an important part in shaping her career success,” said Mr. Lipscomb. “We thank her for her many contributions to SIFCO, and in particular for leading us through our first year as an accelerated filer in 2014, and wish her the very best.”

Mr. Lipscomb said a national search is underway for Ms. Kramer’s successor. “We are seeking an individual whose skills and experience support our strategic growth objectives, including global opportunities,” he said.

Corporate Controller Thomas R. Kubera will serve as interim Chief Financial Officer. Before joining SIFCO Industries in 2014, Mr. Kubera, a CPA, spent nine years at Cliffs Natural Resources, most recently as Controller - Global Operations Services.

Forward-Looking Language
Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions, competition and other uncertainties detailed from time to time in the Company's Securities and Exchange Commission filings.

The Company's Form 10-K for the year ended September 30, 2014 can be accessed through its website: www.sifco.com, or on the Securities and Exchange Commission's website: www.sec.gov.

SIFCO Industries, Inc. is engaged in the production of forgings and machined components primarily for the aerospace and energy markets. The processes and services include forging, heat-treating, and machining.


SIFCO Industries, Inc.
Michael S. Lipscomb, Chairman & CEO, 216-881-8600