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): February 28, 2001 (February 13, 2001) Imo Industries Inc. ---------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9294 21-0733751 ----------------------- --------------- ---------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 997 Lenox Drive, Suite 111 Lawrenceville, New Jersey 08648-0550 ---------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (609) 896-7600 Not Applicable --------------- (Former name or former address, if changed since last report) Item 2. Disposition of Assets. On February 13, 2001, the Registrant sold the assets of its Morse Controls division and stock of the Morse related subsidiaries ("Morse Controls"), to Teleflex Incorporated ("Teleflex") pursuant to an agreement dated November 15, 2000 (the "Asset Purchase Agreement") for $135 million in cash, subject to final adjustment. The Asset Purchase Agreement has been filed as an exhibit to this Form 8-K and the foregoing is qualified in its entirety by reference to such exhibit. Cash proceeds have been principally used by the Registrant to pay down its domestic senior debt and accounts receivable securitization. The transaction will be reflected in the Registrant's financial statements in the first quarter of 2001. The purchase price was determined on the basis of arms length negotiations between the Registrant and Teleflex. The Registrant's press release announcing the Stock Sale is also filed herewith as an exhibit. Item 7. Financial Statements, Pro Forma Information and Exhibits. ------ -------------------------------------------------------- (b) Pro Forma Financial Information IMO INDUSTRIES INC. AND SUBSIDIARIES PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The following pro forma consolidated balance sheet as of September 30, 2000 and pro forma consolidated statements of income for the year ended December 31, 1999 and the nine months ended September 30, 2000 give effect to the sale of Morse Controls. The pro forma consolidated balance sheet is presented as if the transaction occurred at September 30, 2000. The pro forma consolidated statements of income are presented as if the transaction occurred at the beginning of the period presented. These pro forma statements are not necessarily indicative of the results that actually would have occurred if the sale had been in effect as of and for the periods presented or that may be achieved in the future. Imo Industries Inc. and Subsidiaries Pro Forma Condensed Consolidated Balance Sheet (Unaudited) September 30, 2000 (Dollars in thousands)

Imo Industries Inc. and Subsidiaries Pro Forma Condensed Consolidated Statement of Income (Unaudited) For the Year Ended December 31, 1999 (Amounts in thousands, except per share data)

Imo Industries Inc. and Subsidiaries Pro Forma Condensed Consolidated Statement of Income (Unaudited) For the Nine Months Ended September 30, 2000 (Amounts in thousands, except per share data)

c) Exhibits 10.32 Stock Purchase Agreement dated as of November 15, 2000 between the Registrant and Teleflex Incorporated. 99.1 Press release dated February 13, 2001 issued by the Registrant. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. IMO INDUSTRIES INC. Date: February 28, 2001 By: /s/ G. Scott Faison ------------------- G. Scott Faison Vice President and Chief Financial Officer

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