- Current report filing (8-K)
13 October 2010 - 6:11AM
Edgar (US Regulatory)
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):
October 12, 2010
O.I.
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Oklahoma
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000-6511
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73-0728053
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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151
Graham Road
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College
Station, TX
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77842-9010
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(Address
of Principal
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(Zip
Code)
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Executive
Offices)
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Registrant’s
telephone number, including area code:
(979) 690-1711
N/A
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR
230.425)
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x
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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 Material Definitive Agreement.
Amendment
to Merger Agreement
On
October 12, 2010, O.I. Corporation (“OI”) entered into the First Amendment to
the Agreement and Plan of Merger (the “Amendment”), by and among OI, ITT
Corporation (“ITT”) and Oyster Acquisition Corp. (“Acquisition Sub”), a
wholly-owned subsidiary of ITT. The Amendment amended the Agreement
and Plan of Merger (the “Merger Agreement”), dated September 13, 2010, by and
among OI, ITT and Acquisition Sub. Pursuant to the terms of the
Merger Agreement, and subject to the conditions thereof, Acquisition Sub will
merge with and into OI, and OI will become a wholly-owned subsidiary of ITT (the
“Merger”).
Pursuant
to the Amendment, to the extent that OI pays a contingent special dividend (the
“Dividend”) to the holders of its common stock, such Dividend must be declared
prior to the closing of the Merger but it may be paid immediately prior to or
following the date of the Merger. Pursuant to the Merger Agreement,
the Dividend was to be paid immediately prior to the closing of the
Merger. In addition, the Amendment further clarifies that, to the
extent the Dividend is paid following the Merger, the cash used to pay the
Dividend shall not be included in OI’s “Net Cash Amount” as of the date of the
Merger.
A copy of
the Amendment is filed as Exhibit 2.1 hereto and the terms of which are
incorporated herein by reference.
Important
Additional Information Will be Filed with the SEC
OI has
filed a preliminary proxy statement with the Securities and Exchange Commission
(“SEC”) and intends to file a definitive proxy statements and other relevant
materials with the Securities and Exchange Commission in connection with the
proposed transaction. The proxy statement will be mailed to the shareholders of
OI. Before making any voting or investment decision with respect to the proposed
transaction, investors and shareholders of OI are urged to read the proxy
statement and the other relevant materials when they become available because
they will contain important information about the proposed transaction, OI and
ITT. Investors and security holders may obtain free copies of these documents
(when they are available) and other documents filed with the SEC at the SEC’s
web site at www.sec.gov. In addition, investors and security holders may obtain
free copies of the definitive proxy statement and other relevant materials filed
with the SEC by OI at its corporate web site at www.oico.com/oicorp in the
Investor Relations section, or by contacting Investor Relations at O.I.
Corporation, 151 Graham Road, P.O. Box 9010, College Station, TX
77842-9010.
OI and
its officers and directors may be deemed to be participants in the solicitation
of proxies from OI’s shareholders with respect to the proposed transaction. A
description of any interests that these officers and directors have in the
proposed transaction will be available in the proxy statement. In addition, ITT
may be deemed to have participated in the solicitation of proxies from OI’s
shareholders in favor of the approval of the proposed transaction. Information
concerning ITT’s directors and executive officers is set forth in ITT’s proxy
statement for its 2010 annual meeting of shareholders, which was filed with the
SEC on March 29, 2010 and Annual Report on Form 10-K for the year ended December
31, 2009. These documents are available free of charge at the SEC’s web site at
www.sec.gov or by going to ITTs’ Investor Information page on its corporate web
site at www.itt.com.
Item
9.01 Financial Statements and
Exhibits.
(d)
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2.1
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First
Amendment to Agreement and Plan of Merger dated October 12, 2010 by
andamong O.I. Corporation, ITT Corporation and Oyster Acquisition
Corp.
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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.
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O.I.
CORPORATION
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By:
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/s/
Bruce Lancaster
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Bruce
Lancaster
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Chief
Executive Officer and Chief Financial Officer
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Date: October
12, 2010
EXHIBIT
INDEX
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2.1
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First
Amendment to Agreement and Plan of Merger dated October 12, 2010 byand
among O.I. Corporation, ITT Corporation and Oyster Acquisition
Corp.
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