- Current report filing (8-K)
November 15 2010 - 1:14PM
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
Date
of Report (Date of earliest event reported):
|
November
15, 2010
|
|
O.I.
CORPORATION
|
|
|
(Exact
name of registrant as specified in its charter)
|
|
Oklahoma
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0-6511
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73-0728053
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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151
Graham Road, P.O. Box 9010, College Station, Texas
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77842-9010
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area
code: (979) 690-1711
|
|
|
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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 (
see
General
Instruction A.2. below):
|
q
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Written
communications pursuant to Rule 425 under the Securities
Act
|
|
q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
|
|
q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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q
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Item
5.07
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Submission
of Matters to a Vote of Security
Holders.
|
On
November 15, 2010, O.I. Corporation (the “Company”) held a Special Meeting of
Shareholders. The matters voted on at the meeting and the results of
these votes were as follows:
Proposal
1: Adoption of the Agreement and Plan of Merger, dated as of
September 13, 2010, as amended, by and among ITT Corporation, Oyster Acquisition
Corp., and OI Corporation.
For
|
Against
|
Abstain
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1,747,068
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11,042
|
350
|
Proposal
2: Adjournment of the Special Meeting from time to time as may be
necessary to solicit additional proxies if there are not sufficient votes in
favor of adoption of the merger agreement at the time of the Special
Meeting.
For
|
Against
|
Abstain
|
1,728,141
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29,952
|
367
|
Item
7.01 – Regulation FD Disclosure
On
November 15, 2010, the Company issued a press release announcing the results of
its Special Meeting of Shareholders held November 15, 2010 and announcing that
the consummation of the transactions contemplated by the Agreement and Plan of
Merger, including the merger of the Company with Oyster Acquisition Corp., a
wholly-owned subsidiary of ITT Corporation, was expected to occur following the
close of trading on the Nasdaq Global Market on November 15, 2010.
A copy of
the press release is furnished as Exhibit 99.1 to this Current
Report. In accordance with General Instruction B.2 of Form 8-K, the
information set forth in this Item 7.01 and in the attached Exhibit 99.1 shall
be deemed to be “furnished” and not “filed” for purposes of the Securities
Exchange Act of 1934, as amended.
Item
9.01
–
Financial
Statements and Exhibits.
(d)
Exhibits.
|
|
99.1
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Press
Release dated November 15, 2010
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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.
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O.I.
CORPORATION
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|
|
|
|
|
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Date:
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November
15, 2010
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|
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By:
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/s/ J.
Bruce Lancaster
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J.
Bruce Lancaster,
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Chief
Executive Officer &
Chief
Financial Officer
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EXHIBIT
INDEX
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|
99.1
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Press
Release dated November 15, 2010
|
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