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): January 19, 2005
GRAHAM CORPORATION
(exact name of registrant as specified in Charter)
Delaware 1-8462 16-1194720
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification
Number)
20 Florence Avenue, Batavia, New York 14020
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(Address of principal executive offices)
Registrant's telephone number, including area code: (585) 343-2216
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N/A
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(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))
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Item 1.01. Entry Into A Material Definitive Agreement
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On January 19, 2005 Graham Corporation entered into an
Indemnification Agreement ("Agreement") with its President
and Chief Executive Officer, William C. Johnson. The
Agreement is in the form previously approved by the Company's
Board of Directors for the Company's officers and directors.
It provides, within certain limitations, for indemnification
of the President and CEO for acts and omissions in his
capacity as an officer or director of the Company to the
extent not covered by directors' and officers' liability
insurance, including costs incurred for defending against
claims relating to any such acts. A copy of the Agreement is
filed herewith as Exhibit 10.1.
(c) Exhibits
Exhibit Number Description of Exhibits
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10.1 Indemnification Agreement dated January 19,
2005 between William C. Johnson and Graham
Corporation
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: January 25, 2005 By /s/ J. Ronald Hansen
____________________
J. Ronald Hansen
Vice President - Finance
& Administration and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibits
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10.1 Indemnification Agreement dated January 19,
2005 between William C. Johnson and Graham
Corporation