Attached files
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| EX-99.1 - EXHIBIT 99.1 - FANSTEEL INC | ex99_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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 13, 2009
FANSTEEL
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-8676
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36-1058780
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(State
or Other Jurisdiction
of
Incorporation)
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(Cission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1746
Commerce Road
Creston,
Iowa 50801
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(Address
of Principal Executive Offices, including Zip Code)
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(641)
782-8521
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(Registrant's
telephone number, including area code)
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
ITEM
5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN
FISCAL YEAR.
On November 13, 2009, the Board of
Directors amended Article V, Section 1 of the Company's Amended and Restated
By-laws to provide that shares of capital stock of the Company will no longer be
required to be represented by share certificates. From and after the
effectiveness of such amendment, transfers of shares of the common stock of the
Company will be recorded by means of book entry. The effective date
of this amendment is November 16, 2009. A marked copy of the By-laws,
reflecting such amendment, is attached as Exhibit 99.1.
On
November 16, 2009 the Company filed an amendment to its Amended and Restated
Articles of Incorporation with the Delaware Secretary of State, in the form
attached as Exhibit A to its Information Statement dated October 26,
2009. Pursuant to this amendment, the Company implemented the Reverse
Split effective as of 12:00 a.m. on November 16, 2009.
ITEM
8.01. OTHER EVENTS.
As
previously reported on the Current Report on Form 8-K dated September 8, 2009
and filed with the Securities and Exchange Commission ("SEC") on September 8,
2009, on August 23, 2009 the Board of Directors approved a plan (the
"Transaction") to deregister our common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended, and therefore suspend its
obligations to file periodic and current reports with the SEC.
Following
the filing of the amendment to the Company's Amended and Restated Articles of
Incorporation with the Delaware Secretary of State as referenced above, and also
on November 16, 2009, the Company filed a Certification and Notice of
Termination of Registration on Form 15 with the SEC in order to deregister its
Common Stock under the Exchange Act and suspend its obligation to file periodic
and current reports under the Exchange Act.
The
Company anticipates that before the end of November 2009 it will distribute to
its Stockholders of Record on the effective date a Letter of Transmittal
substantially in the form that was attached as Exhibit B to the Information
Statement dated October 26, 2009. Stockholders must complete and
provide the information requested by the Letter of Transmittal, sign it, and
return it to the Registrar and Exchange Agent along with their stock
certificate(s) in order to receive payment for fractional shares as referenced
in the Letter of Transmittal.
For a
more detailed discussion of the Transaction, please see the definitive
Information Statement dated October 26, 2009 including all annexes and exhibits
thereto, which is expressly incorporated by reference herein in its
entirety.
1
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit No.
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Description
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Marked
copy of the Company's Amended and Restated
By-laws.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Fansteel Inc. has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Fansteel
Inc.
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By:
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/s/ Curtis J. Zamec, II | |
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November
16, 2009
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Curtis
J. Zamec, II
President
and Chief Executive Officer
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