UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 9, 2010
T-3 ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-19580 | 76-0697390 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
7135 Ardmore, Houston, Texas 77054
(Address of principal executive offices and zip code)
(Address of principal executive offices and zip code)
(713) 996-4110
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
As reported on a separate Form 4 filed on December 10, 2010, on December 9, 2010, James M.
Tidwell, a member of the Board of Directors of T-3 Energy Services, Inc. (the Company), completed
a cashless exercise and sale of 5,000 options to acquire Company common stock. The strike price of
the options was $9.50 per share, and the shares received upon exercise of the options were sold for
$38.36 per share on the open market. Mr. Tidwell executed these transactions in connection with
year-end tax planning and has advised the Company that he currently does not intend to sell
additional common stock of the Company prior to the closing of the previously announced merger with
Robbins & Myers, Inc. (R&M).
Important Information for Investors and Stockholders
In connection with the proposed merger, R&M has filed with the Securities and Exchange
Comission (SEC), and the SEC has declared effective, a registration statement on Form S-4 that
includes a joint proxy statement of T-3 and R&M that also constitutes a prospectus of R&M.
INVESTORS AND SECURITY HOLDERS OF T-3 AND R&M ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, WHICH WAS FIRST MAILED TO SECURITY HOLDERS ON OR ABOUT DECEMBER 3, 2010, AND
OTHER RELEVANT DOCUMENTS THAT WERE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY,
AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders
may obtain free copies of the proxy statement/prospectus and other documents containing important
information about R&M and T-3 through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by R&M are available free of charge on R&Ms internet
website at www.robn.com under the tab Investor Information and then under the tab SEC Reports
or by contacting R&Ms Investor Relations Department at 937-458-6600 or by written request to 51
Plum Street, Suite 260, Dayton, Ohio 45440. Copies of the documents filed with the SEC by T-3 are
available free of charge on T-3s internet website at www.t3energy.com under the tab Corporate
and then under the tab Investor Relations or by contacting T-3s Investor Relations Department at
713-996-4110 or by written request to 7135 Ardmore Street, Houston, Texas 77054.
R&M, T-3, their respective directors and certain of their executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders of T-3 in connection with the
proposed transaction. Information about the directors and executive officers of T-3 is set forth in
its proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on
April 30, 2010, its Current Report on Form 8-K filed with the SEC on June 16, 2010, and the joint
proxy statement/prospectus related to the proposed transaction, which was filed with the SEC by T-3
on December 3, 2010, and first mailed to security holders on or about December 3, 2010.
Information about the directors and executive officers of R&M is set forth in its Annual Report on
Form 10-K for the year ended August 31, 2009, the proxy statement for its 2010 annual meeting of
stockholders, which was filed with the SEC on December 4, 2009, and the joint proxy
statement/prospectus related to the proposed transaction, which was filed with the SEC by T-3 on
December 3, 2010, and first mailed to security holders on or about December 3, 2010. These
documents can be obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to
historical facts, but reflect T-3s and R&Ms current beliefs, expectations or intentions regarding
future events. Words
such as may, will, could, should, expect, plan, project, intend, anticipate,
believe, estimate, predict, potential, pursue, target, continue, and similar
expressions are intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, T-3s and R&Ms expectations with respect to the synergies,
costs and other anticipated financial impacts of the proposed transaction; future financial and
operating results of the combined company; the combined companys plans, objectives, expectations
and intentions with respect to future operations and services; approval of the proposed transaction
by governmental regulatory authorities; the satisfaction of the closing conditions to the proposed
transaction; the timing of the completion of the proposed transaction; and other factors that are
set forth in the Risk Factors section, the Legal Proceedings section, the Managements
Discussion and Analysis of Financial Condition and Results of Operations section and other
sections of T-3s and R&Ms Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
recent Current Reports on Form 8-K, and other SEC filings. All subsequent written and oral
forward-looking statements concerning T-3, R&M, the proposed transaction or other matters and
attributable to T-3 or R&M or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Neither T-3 nor R&M undertakes any obligation to
publicly update any of these forward-looking statements to reflect events or circumstances that may
arise after the date hereof.
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, thereunto duly authorized.
T-3 ENERGY SERVICES, INC. |
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Date: December 10, 2010 | By: | /s/ James M. Mitchell | ||
James M. Mitchell | ||||
Chief Financial Officer and Senior Vice President |
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