- Current report filing (8-K)
August 12 2009 - 3:02PM
Edgar (US Regulatory)
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
August 3, 2009
Date of
Report (Date of earliest event reported)
OWENS-ILLINOIS, INC.
(Exact name of registrant as
specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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I-9576
(Commission
File Number)
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22-2781933
(I.R.S. Employer
Identification Number)
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One Michael Owens Way
Perrysburg, Ohio
(Address of principal executive offices)
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43551-2999
(Zip Code)
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(567) 336-5000
(Registrants telephone
number, including area code)
(Former name or former
address, if changed since last report)
Check the appropriate box 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 8.01.
OTHER EVENTS
On August 3, 2009, two
members of the Board of Directors of Owens-Illinois, Inc. (the Company),
David H.Y. Ho and Helge H. Wehmeier (each a Buyer), each entered into a Rule 10b5-1
Share Purchase Plan (the Purchase Plan) with RBC Capital Markets Corporation
(the Broker) to conduct open market purchases of the Companys common
stock. Each Purchase Plan shall be
effective until the earliest of (i) written notice of the incapacity or
death of the Buyer to the Broker; (ii) written notice of the termination
of the Buyers director position with the Company; (iii) written
instruction from the Company to the Broker to cease purchases under the
Purchase Plan; or (iv) the date of which the Broker receives notice of the
commencement or impending commencement of any proceedings in respect of or
triggered by the Buyers bankruptcy or insolvency . The stock purchases to be effected pursuant
to the Purchase Plan are part of each Mr. Hos and Mr. Wehmeiers
personal stock ownership plan.
Each Purchase Plan was
adopted in accordance with the Companys insider trading policies and is
intended to comply with the provisions of Rule 10b5-1 under the Securities
Exchange Act of 1934, as amended (the Exchange Act). Rule 10b5-1 permits officers and
directors of public companies who are not in possession of material non-public
information to adopt pre-determined plans for buying or selling stock under
specified conditions and at specified times.
After adoption of such a plan and during the term of the plan, the
officer or director has no further involvement in carrying out the trades under
the plan. The existence of such a plan
enables officers and directors to gradually diversify their investment
portfolios, spread stock trades out over an extended period of time to reduce
market impact and avoid concerns about transactions occurring at a time when
they might possess material non-public information.
Except as required by law
or as the Company may elect to disclose, the Company does not undertake to
report other Purchase Plans that may be adopted by any of the directors and
officers of the Company in the future, nor to report any modifications or
terminations of, or transactions or other activities under, any Purchase Plan
relating to the Companys common stock.
Transactions under the Purchase Plan will be reported to the Securities
and Exchange Commission in accordance with applicable securities laws, rules and
regulations.
2
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized
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OWENS-ILLINOIS, INC.
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Date: August 12,
2009
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By:
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/s/ James W. Baehren
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Name:
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James W. Baehren
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Title:
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Senior Vice President
and General Counsel
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3
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