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): March 14, 2003 NATCO Group Inc. (Exact Name of Registrant as Specified in its Charter) DELAWARE 001-15603 22-2906892 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 2950 North Loop West, 7th Floor Houston, Texas 77092 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (713) 683-9292 ITEM 5. OTHER EVENTS On March 14, 2003, NATCO Group Inc. issued a press release announcing the sale of $15.0 million of convertible preferred stock to a private equity firm. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The related Securities Purchase Agreement and exhibits, Form of Certificate of Designations (Exhibit A) and Form of Warrant (Exhibit B), are filed as exhibit 99.2 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release, dated March 14, 2003 99.2 Securities Purchase Agreement and exhibits, Form of Certificate of Designations (Exhibit A) and Form of Warrants (Exhibit B), dated March 14, 2003 SIGNATURE 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. Dated: March 14, 2003 NATCO Group Inc. By: /s/ J. MICHAEL MAYER ------------------------------ J. Michael Mayer Senior Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 Press Release, dated March 14, 2003 99.2 Securities Purchase Agreement and exhibits, Form of Certificate of Designations (Exhibit A) and Form of Warrants (Exhibit B), dated March 14, 2003