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):
November 15, 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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
2.01 – Completion of Acquisition or Disposition of Assets.
As
previously disclosed, O.I. Corporation, an Oklahoma corporation (the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated
September 13, 2010, as amended October 12, 2010, by and among the Company, ITT
Corporation, an Indiana corporation (“ITT”), and Oyster Acquisition Corp., an
Oklahoma corporation and a wholly-owned subsidiary of ITT (“Merger Sub”). At a
special meeting of shareholders of the Company held on November 15, 2010, the
Company’s shareholders adopted the Merger Agreement. On November 15, 2010, in
accordance with the Merger Agreement and pursuant to the Oklahoma General
Corporation Act, Merger Sub merged with and into the Company (the “Merger”),
with the Company continuing as the surviving corporation of the Merger and a
wholly owned subsidiary of ITT.
Item
3.01 – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The
information disclosed in Item 2.01 of this Current Report on Form 8-K is hereby
incorporated by reference.
In
connection with the consummation of the Merger, the Company notified The NASDAQ
Stock Market LLC (“NASDAQ”) the outstanding shares of common stock of the
Company were generally converted into the right to receive $12.00 in cash,
without interest, and requested that NASDAQ file with the Securities and
Exchange Commission a notification of removal from listing on Form 25 to report
that shares of the Company’s common stock are no longer listed on
NASDAQ.
Item
3.03 – Material Modification to Rights of Security Holders.
Upon the
effective time of the Merger, holders of the Company’s common stock immediately
prior to the effective time of the Merger ceased to have any rights as
stockholders in Company (other than their right to receive the merger
consideration).
Additional
information and details of the Merger Agreement were previously disclosed in
Item 1.01 of the Company’s Current Report on Form 8-K filed on September 14,
2010 and Item 1.01 of the Company’s Current Report on Form 8-K filed on October
12, 2010, and are incorporated by reference herein. Any description
of the Merger Agreement is qualified in its entirety by reference to the
complete copy of the Merger Agreement filed as an exhibit to the Company’s
Current Report on Form 8-K filed on September 14, 2010 and the complete copy of
the First Amendment to Merger Agreement filed as an exhibit to the Company’s
Current Report on Form 8-K filed on October 12, 2010, which complete copies of
the Merger Agreement and First Amendment are incorporated by reference
herein.
Item
5.01 – Changes in Control of Registrant.
As a
result of the Merger, a change of control of the Company occurred, and the
Company became a wholly-owned subsidiary of ITT. The disclosures under Items
2.01, 3.01 and 3.03 above and 5.02 below are incorporated herein by
reference.
To
finance the payment of the aggregate merger consideration, ITT used its cash on
hand.
Item
5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Agreements of Certain
Officers.
In
accordance with the Merger Agreement, upon completion of the Merger, the
directors and officers of Merger Sub became the directors and officers of the
Company. Accordingly, each of J. Bruce Lancaster, Chief Executive Officer and
Chief Financial Officer; Donald P. Segers, President and Chief Operating
Officer; Laura E. Hotard, Corporate Counsel and Corporate Secretary ceased to
hold his or her position with the Company. In addition, Raymond E. Cabillot,
Richard W.K. Chapman, J. Bruce Lancaster, John K. H. Linnartz and Donald P.
Segers ceased to be members of the Company’s board of directors and any
committees to which they belonged. At the effective time of the
Merger, the size of the Board of Directors of the Company was reduced to one
member and Daniel Kelly was appointed as the sole member of the Board of
Directors of the Company. Also at the effective time of the Merger,
Chris McIntire was appointed as President of the Company, Maria Tzortzatos was
appointed as Secretary of the Company and Vincent Carey was appointed as
Treasurer of the Company.
Mr.
McIntire, 46, has been President of ITT Analytics, or Nova Analytics, as the
company was named prior to its acquisition by ITT in March, 2010, since
2006. Prior to that, he served as Chief Executive Officer and
President of WTW, a subsidiary of Nova Analytics from 2003 to 2006.
Item
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the
effective time of the Merger, the Articles of Incorporation of the Company were
amended to provide for a perpetual duration of the Company and to reduce the
number of shares of all classes of capital stock which the Company has authority
to issue to 1,000 shares. Also pursuant to the terms of the Merger
Agreement, at the effective time of the Merger, the Bylaws of Merger Sub as in
effect immediately prior to the effective time of the Merger became the Bylaws
of the Company.
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/ Chris McIntire
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Chris
McIntire
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President
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Date: November
15, 2010
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