Attached files
| file | filename |
|---|---|
| EX-99.2 - OI CORP | v196549_ex99-2.htm |
| EX-2.1 - OI CORP | v196549_ex2-1.htm |
| EX-99.1 - OI CORP | v196549_ex99-1.htm |
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): September 13, 2010
O.I.
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Oklahoma
|
000-6511
|
73-0728053
|
|
(State
or Other Jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
No.)
|
|
151
Graham Road
|
||
|
College
Station, TX
|
77842-9010
|
|
|
(Address
of Principal
|
(Zip
Code)
|
|
|
Executive
Offices)
|
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):
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
x
|
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR
240.14a-12)
|
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01 – Entry into Material Definitive Agreement.
Merger
Agreement
On
September 13, 2010, O.I. Corporation (“OI”) entered into a definitive Agreement
and Plan of Merger (the “Merger Agreement”) with ITT Corporation (“ITT”) and
Oyster Acquisition Corp. (“Acquisition Sub”), a wholly-owned subsidiary of
ITT. 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”).
As a
result of the Merger, each outstanding share of OI’s common stock, other than
shares of common stock held directly or indirectly by OI or ITT (which will be
cancelled as a result of the Merger), and other than those shares with respect
to which appraisal rights are perfected in accordance with the Oklahoma General
Corporation Act in connection with the Merger, will be converted into the right
to receive $12.00 in cash, without interest.
In
addition, OI is entitled to pay a dividend (the “Closing Dividend”) of up to
$0.50 per share of its common stock outstanding immediately prior to the closing
of the Merger, if, following the payment of such dividend, OI has a Net Cash
Amount (as defined in the Merger Agreement) of not less than
$4,145,000. As of August 31, 2010, OI’s Net Cash Amount was
approximately $5.9 million.
The
completion of the Merger is subject to various closing conditions, including,
among others, (1) the adoption of the Merger Agreement by OI’s shareholders,
(2) the absence of an injunction or other governmental action that would
prevent the closing, (3) the performance in all material respects of OI’s
obligations in the Merger Agreement, (4) subject to certain materiality
exceptions, the accuracy of OI’s representations or warranties in the Merger
Agreement, (5) the absence of any Material Adverse Effect on OI, (6) the
absence of any action initiated by a party relating to the Merger that would
have a Material Adverse Effect on OI or ITT, and (7) that OI has a Net Cash
Amount of not less than $4,145,000.
The
Merger Agreement contains customary representations and warranties of the
parties. In addition, OI has agreed to various covenants and agreements in the
Merger Agreement, including, among other things (1) to conduct its business
in the ordinary course of business consistent with past practice during the
period between the execution of the Merger Agreement and the closing of the
Merger and (2) not to solicit alternate transaction proposals, subject to
customary exceptions for OI to respond to unsolicited proposals in the exercise
of the fiduciary duties of OI’s Board of Directors.
The
Merger Agreement contains certain termination rights for both OI and ITT, and
further provides that upon termination of the Merger Agreement under certain
circumstances OI would be required to pay ITT’s fees and expenses in connection
with the Merger in an amount not to exceed $285,000 as well as a termination fee
of $1 million.
Outstanding
stock awards under OI’s equity incentive plans, whether vested or unvested, will
be cancelled in the Merger, and the holders of such options will be entitled to
receive a cash payment from ITT in an amount equal to the number of shares
subject to such options multiplied by an amount equal to $12.00 per share, plus
the per share amount of the Closing Dividend, if any (together, the “Option
Merger Consideration”), less the applicable exercise price. Options with
exercise prices greater than or equal to the Option Merger Consideration will be
cancelled without any payment being made in respect
thereof.
-2-
The
foregoing description of the Merger Agreement and the transactions contemplated
thereby is not complete and is subject to and qualified in its entirety by
reference to the Merger Agreement, a copy of which is attached hereto as Exhibit
2.1 and the terms of which are incorporated herein by reference. The Merger
Agreement has been attached to provide investors with information regarding its
terms. It is not intended to provide any other factual information about OI. In
particular, the assertions embodied in the representations and warranties
contained in the Merger Agreement are qualified by information in a confidential
letter provided by OI to ITT in connection with the signing of the Merger
Agreement. This letter contains information that modifies, qualifies and creates
exceptions to the representations and warranties set forth in the Merger
Agreement. Moreover, certain representations and warranties in the Merger
Agreement were used for the purpose of allocating risk between OI, ITT and the
Acquisition Sub, rather than establishing matters of fact. Accordingly, the
representations and warranties in the Merger Agreement may not constitute the
actual state of facts about OI, ITT or the Acquisition Sub.
Shareholder
Agreements
In
connection with the execution of the Merger Agreement, certain of OI’s
directors, as well as its two largest shareholders, Farnam Street Partners LP
and Mustang Capital Management, LLC, collectively holding outstanding shares
representing approximately 27% of OI’s common stock issued and outstanding on
September 10, 2010, have entered into Shareholder Agreements with ITT, a form of
which is attached hereto as Exhibit 99.1, pursuant to which they have agreed to
vote all of their respective shares of OI’s common stock in favor of the Merger
and against any proposal in opposition to or in competition with the
Merger.
The
foregoing description of the Shareholder Agreements does not purport to be
complete and is qualified in its entirety by reference to the form of
Shareholder Agreement, a copy of which is filed as Exhibit 99.1 hereto and the
terms of which are incorporated herein by reference.
Important
Additional Information Will be Filed with the SEC
OI
intends to file with the Securities and Exchange Commission (“SEC”) preliminary
and definitive proxy statements and other relevant materials 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 documents 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.
-3-
|
Item
8.01.
|
Other
Events.
|
On
September 14, 2010, OI issued a press release announcing the execution of the
Merger Agreement, a copy of which is filed as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
|
Exhibit No.
|
Description
|
|
|
2.1
|
Agreement
and Plan of Merger, dated September 13, 2010, by and among O.I.
Corporation, ITT Corporation and Oyster Acquisition Corp.
(1)
|
|
|
99.1
|
Form
of Shareholder Agreement, dated as of September 13,
2010
|
|
|
99.2
|
Press
release entitled “ITT to enhance its global analytical instrumentation
business with acquisition of O.I. Analytical,” issued September 14,
2010
|
(1) The
schedules to the Merger Agreement have been omitted from this filing pursuant to
Item 601(b)(2) of Regulation S-K. O.I. Corporation will furnish
copies of any of such schedules to the SEC upon request.
-4-
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.
|
O.I.
CORPORATION
|
||
|
By:
|
/s/ Bruce Lancaster
|
|
|
Bruce
Lancaster
|
||
|
Chief
Executive Officer and Chief
Financial
Officer
|
||
Date: September
14, 2010
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
|
2.1
|
Agreement
and Plan of Merger, dated September 13, 2010, by and among O.I.
Corporation, ITT Corporation and Oyster Acquisition
Corp.(1)
|
|
|
99.1
|
Form
of Shareholder Agreement, dated as of September 13,
2010
|
|
|
99.2
|
Press
release entitled “ITT to enhance its global analytical instrumentation
business with acquisition of O.I. Analytical,” issued September 14,
2010
|
(1) The
schedules to the Merger Agreement have been omitted from this filing pursuant to
Item 601(b)(2) of Regulation S-K. O.I. Corporation will furnish
copies of any of such schedules to the SEC upon request.
-6-