- Post-Effective Amendment to an S-8 filing (S-8 POS)
16 November 2010 - 10:05PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on November 15, 2010
Registration
No. 333-106254
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
P
OST-EFFECTIVE AMENDMENT NO.
1
TO
FORM
S-8
REGISTRATION
STATEMENT
Under the Securities Act of 1933
(Exact
name of registrant as specified in its charter)
Oklahoma
|
|
73-0728053
|
(State
or other jurisdiction of
Incorporation
or organization)
|
|
(IRS
Employer
Identification
No.)
|
151
Graham Road
College
Station, TX
|
|
77842-9010
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
O.I.
CORPORATION
2003
INCENTIVE COMPENSATION PLAN
(Full
title of the plan)
Chris
McIntire
President
O.I.
Corporation
151
Graham Road
College
Station, TX 77842-9010
(Name and
address of agent for service)
(979)
690-1711
(Telephone
number, including area code, of agent for service)
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
¨
|
|
Accelerated
filer
¨
|
|
|
|
Non-accelerated
filer
¨
|
|
Smaller
reporting company
x
|
(Do
not check if a smaller reporting company)
|
|
TERMINATION
OF REGISTRATION
This Post-Effective Amendment No. 1,
filed by O.I. Corporation, an Oklahoma corporation (the “Company”), deregisters
all shares of the Company’s common stock, par value $0.10 per share (“Common
Stock”), that had been registered for issuance under the O.I. Corporation 2003
Incentive Compensation Plan on the Company’s Registration Statement on Form S-8
(Registration No. 333-106254) (the “Registration Statement”) that remain unsold
upon the termination of the sale of shares covered by the Registration
Statement.
On November 15, 2010, pursuant to an
Agreement and Plan of Merger, dated as of September 13, 2010, as amended on
October 12, 2010, by and among the Company, ITT Corporation, an Indiana
corporation (“ITT”), and Oyster Acquisition Corp., an Oklahoma corporation and a
direct wholly-owned subsidiary of ITT (“Merger Sub”), Merger Sub merged (the
“Merger”) with and into the Company, with the Company continuing as the
surviving corporation and a wholly owned subsidiary of ITT. As a
result, the Company has terminated all offerings of its Common Stock pursuant to
its existing registration statements, including the Registration
Statement. In accordance with an undertaking made by the Company in
the Registration Statement to remove from registration, by means of a
post-effective amendment, any shares of the Company’s Common Stock which remain
unsold at the termination of the offering, the Company hereby removes from
registration all shares of its Common Stock under the Registration Statement
which remained unsold as of the effective time of the
Merger.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of College
Station, State of Texas, on November 15, 2010.
O.I.
CORPORATION
|
|
|
By:
|
/s/ Chris McIntire
|
|
Chris
McIntire
|
|
President
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to Form S-8 has been signed by the following persons in the capacities and
on the dates indicated.
Signature
|
|
Title
|
|
Date
|
/s/
Chris McIntire
|
|
President
(Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer)
|
|
November
15, 2010
|
Chris
McIntire
|
|
|
|
|
|
|
|
|
|
/s/
Daniel Kelly
|
|
Member
of the Board of Directors
|
|
November
15, 2010
|
Daniel
Kelly
|
|
|
|
|
O. I. Corp. (MM) (NASDAQ:OICO)
Historical Stock Chart
From May 2024 to Jun 2024
O. I. Corp. (MM) (NASDAQ:OICO)
Historical Stock Chart
From Jun 2023 to Jun 2024