UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D. C. 20549

~~____________________________________________________~~__________________________________

FORM 8-K

____________________________________________________

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ~~of the~~OF

~~Securities~~THE ~~Exchange~~SECURITIES ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (~~Date~~date of earliest event reported): October ~~August 12~~30, 2013

~~____________________________________________~~VICTOR TECHNOLOGIES GROUP, INC.

~~Victor~~(Exact ~~Technologies~~name ~~Group,~~of ~~Inc.~~registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)



Delaware	001-13023	74-2482571
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~_____________________________________________________~~16052 Swingley Ridge Road, Suite 300Chesterfield, Missouri 63017(Zip Code) (Address of principal executive offices)

Delaware	001-13023	74-2482571
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
16052 Swingley Ridge Road, Suite 300Chesterfield, Missouri		63017
(Address of Principal Executive Offices)		(Zip Code)

(636) 728-3000

(Registrant’'s telephone number, including area code)

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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:

~~Check~~□ Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions (see General Instruction A~~Act.~~2 below):~~

¨□ Soliciting ~~Written~~material ~~communications~~ pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act ~~(17 CFR 230~~.~~425)~~

¨□ Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act ~~(17 CFR 240~~.~~14a-12)~~

¨ □ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act ~~(17 CFR 240~~.~~14d-2(b))~~

¨Item ~~Pre-commencement~~1.01. Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~13e-4(c) under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item 2.02.~~Share ~~Results~~Purchase Agreement - Acquisition of ~~Operations~~Gas ~~and~~Arc ~~Financial~~Group ~~Condition.~~Limited

On ~~August~~October 1231, 2013, Victor Technologies Limited (the “Guarantor”), an indirect wholly owned subsidiary of Victor Technologies Group, Inc. (the “Company”), ~~issued~~and Victor Technologies (UK) Limited (the “Buyer”), an indirect wholly owned subsidiary of the Company, entered into a ~~press~~Share ~~release~~Purchase ~~announcing~~Agreement (the ~~financial~~“Purchase ~~results~~Agreement”) ~~for~~with each of the ~~three~~shareholders ~~and~~(the ~~six~~“Shareholders”) ~~months~~of ~~ended~~Gas ~~June~~Arc 30Group Ltd., ~~2013~~a company existing under the laws of England and Wales (“Gas Arc”). APursuant ~~copy~~to ofthe ~~this~~Purchase ~~press~~Agreement, ~~release~~the isBuyer ~~attached~~purchased, ~~hereto~~effective as ~~Exhibit~~of ~~99.1~~October 31, 2013, all of the issued and ~~incorporated~~outstanding ~~herein~~shares byof ~~reference~~Gas Arc for an aggregate purchase price of approximately $40 million in cash (the “Acquisition”). Upon completion of the Acquisition, Gas Arc became a wholly owned subsidiary of the Buyer. The ~~information~~Guarantor ~~contained~~guaranteed incertain of the ~~website~~Buyer’s ~~cited~~obligations inunder the ~~press~~Purchase ~~release~~Agreement. The purchase price paid by the Buyer is ~~not~~subject to a ~~part~~post-closing working capital and net debt adjustment. Approximately $4 million of ~~this~~the ~~Report~~purchase price was placed into an escrow account at closing, which amount may be used to satisfy certain post-closing obligations of the Shareholders, including indemnification and purchase price adjustment obligations.

The ~~information~~Purchase ~~under~~Agreement ~~this~~contains ~~Item 2.02,~~customary ~~including Exhibit 99.1~~representations, iswarranties ~~being furnished under Item 2.02~~ and ~~shall~~post-closing ~~not~~covenants ~~be deemed to be “filed”~~ for ~~the~~a ~~purposes~~transaction of ~~Section 18~~this ~~of the Securities Exchange Act of 1934 (the “Exchange Act”)~~type, asincluding ~~amended,~~certain ornon-competition ~~otherwise~~and ~~subject~~non-solicitation torestrictive ~~the~~covenants ~~liabilities~~on ~~of such section, nor shall such information be deemed incorporated by reference in any filing under~~ the ~~Securities Act of 1933 or the Exchange Act, as amended, except as shall be expressly set forth by specific reference in such filing~~Shareholders.

~~Item~~The ~~9.01~~description ~~Financial~~of ~~Statements~~the Purchase Agreement set forth herein does not purport to be complete and ~~Exhibits~~is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 2.1.

(d)		Exhibits
99.1		Press release dated August 12, 2013.

Amendment of GE Credit Agreement

On October 30, 2013, the Company and certain of its subsidiaries entered into an amendment (the “Amendment”) to the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2010 (the “Credit Agreement”), by and among the Company and certain subsidiaries as borrowers thereunder, the lenders party thereto from time to time and General Electric Capital Corporation as agent.

Pursuant to the terms of the Amendment, (i) the Acquisition was specifically designated as a “Permitted Acquisition” (as defined in the Credit Agreement), (ii) the Company modified certain covenants applicable to it, including those relating to investments and prepayments or redemptions of other indebtedness, to provide for greater flexibility going forward and (iii) the maturity date with respect to the Credit Agreement was extended by one year.

The description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1.

Item 8.01 Other Events.

On October 31, 2013, the Company issued a press release announcing the execution of the Purchase Agreement and completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Exhibits.

(d) Exhibits.



Exhibit Number		Description
2.1		Share Purchase Agreement, dated as of October 31, 2013, relating to the Sale and Purchase of the entire issued share capital of Gas Arc Group Ltd.
10.1		Amendment No. 3 to Fourth Amended and Restated Credit Agreement, dated as of October 30, 2013, by and among Victor Technologies Group, Inc., Victor Technologies International, Inc., Victor Equipment Company, Victor Technologies Foreign Investments Corp., Thermal Dynamics Corporation and Stoody Company, as the borrowers, and the other persons signatory thereto as Credit Parties, and General Electric Capital Corporation, as agent and lender, and the other lenders party thereto.
99.1		Press release dated October 31, 2013.

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.

	VICTOR TECHNOLOGIES GROUP, INC.
Date: August 13, 2013	By:	/s/ Jeffrey S. Kulka
	Name:	Jeffrey S. Kulka
	Title:	Executive Vice President and Chief Financial Officer

Dated: November 5, 2013

3VICTOR TECHNOLOGIES GROUP, INC. By: /s/ Jeffrey S. Kulka Name: Jeffrey S. Kulka Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit Number		Description
99.1		Press Release dated August 12, 2013.
2.1		Share Purchase Agreement, dated as of October 31, 2013, relating to the Sale and Purchase of the entire issued share capital of Gas Arc Group Ltd.
10.1		Amendment No. 3 to Fourth Amended and Restated Credit Agreement, dated as of October 30, 2013, by and among Victor Technologies Group, Inc., Victor Technologies International, Inc., Victor Equipment Company, Victor Technologies Foreign Investments Corp., Thermal Dynamics Corporation and Stoody Company, as the borrowers, and the other persons signatory thereto as Credit Parties, and General Electric Capital Corporation, as agent and lender, and the other lenders party thereto.
99.1		Press release dated October 31, 2013.

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