Notification That a Class of Securities of Successor Issuer Is Demed to Be Registered Pursuant to Section 12(b) (8-k12b)
December 27 2019 - 6:49AM
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2019-12-25
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K12B
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
December 25, 2019
Date of Report (Date of earliest event
reported)
O-I GLASS, INC.
PADDOCK ENTERPRISES, LLC
OWENS-ILLINOIS
GROUP, INC.
(Exact name of registrant as specified
in its charter)
Delaware (O-I Glass, Inc.)
|
|
1-9576
|
|
22-2781933
|
Delaware (Paddock Enterprises, LLC)
|
|
1-9576
|
|
84-4080822
|
Delaware (Owens-Illinois Group, Inc.)
|
|
33-13061
|
|
34-1559348
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification No.)
|
One Michael Owens Way
Perrysburg, Ohio
(Address of principal executive
offices)
|
43551-2999
(Zip Code)
|
(567) 336-5000
(Registrant’s telephone number, including
area code)
Owens-Illinois, Inc.
(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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ 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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
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Common stock, $.01 par value per share, of O-I Glass, Inc.
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OI
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Co-Registrant CIK
|
0000812233
|
Co-Registrant Amendment Flag
|
false
|
Co-Registrant Form Type
|
8-K12B
|
Co-Registrant DocumentPeriodEndDate
|
2019-12-25
|
Co-Registrant Address Line1
|
One Michael Owens Way
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Co-Registrant CityorTown
|
Perrysburg
|
Co-Registrant State
|
Ohio
|
Co-Registrant Zipcode
|
43551-2999
|
Co-Registrant City Area code
|
567
|
Co-Registrant Local Phone number
|
336-5000
|
Co-Registrant Written Communications
|
false
|
Co-Registrant Solicitating Materials
|
false
|
Co-Registrant PreCommencement Tender Offer
|
false
|
Co-Registrant PreCommencement Issuer Tender Offer
|
false
|
Co-Registrant Emerging growth company
|
false
|
Explanatory Note
On December 27, 2019, O-I Glass,
Inc., a Delaware corporation (“O-I Glass”), announced that the board of directors of Owens-Illinois, Inc., a
Delaware corporation (“O-I”), authorized the implementation of the Corporate Modernization (as defined below)
previously described in O-I’s Current Report on Form 8-K filed December 4, 2019. O-I Glass believes the
Corporate Modernization will improve O-I Glass’s operating efficiency and cost structure, while ensuring O-I Glass remains
well-positioned to address its legacy liabilities. Following the Corporate Modernization, O-I Glass became the successor issuer to O-I. This Current Report on Form 8-K is being
filed for the purpose of establishing O-I Glass as the successor issuer pursuant to Rule 12g-3(a) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to disclose certain related
matters. Pursuant to Rule 12g-3(a) under the Exchange Act, shares of O-I Glass common stock, par value $.01 per
share (“O-I Glass Common Stock”), are deemed registered under Section 12(b) of the Exchange Act.
ITEM 1.01
|
Entry into a Material Definitive Agreement.
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Adoption of the Merger Agreement and
Implementation of Corporate Modernization
On December 26 and 27, 2019, O-I
and O-I Glass implemented the Corporate Modernization pursuant to the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of December 26, 2019, among O-I, O-I Glass and Paddock Enterprises, LLC
(“Paddock”).
The Corporate Modernization was conducted
pursuant to Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”), which permits
the creation of a holding company through a merger with a direct or indirect wholly owned subsidiary of the constituent corporation
without stockholder approval. The Corporate Modernization involved a series of transactions (together with certain related transactions,
the “Corporate Modernization”) pursuant to which (1) O-I formed a new holding company, O-I Glass, as a direct
wholly owned subsidiary of O-I and a sister company to Owens-Illinois Group, Inc. (“O-I Group”), (2) O-I
Glass formed a new Delaware limited liability company, Paddock, as a direct wholly owned subsidiary of O-I Glass, (3) O-I
merged with and into Paddock, with Paddock continuing as the surviving entity and as a direct wholly owned subsidiary of O-I Glass
(the “Merger”) and (4) Paddock distributed 100% of the capital stock of O-I Group to O-I Glass, as a result of
which O-I Group is a direct wholly owned subsidiary of O-I Glass and sister company to Paddock.
Upon the effectiveness of the Merger, each
share of O-I stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding
share of O-I Glass stock, having the same designations, rights, powers and preferences and the qualifications, limitations, and
restrictions as the corresponding share of O-I stock being converted. Immediately after the Corporate Modernization, O-I Glass
had, on a consolidated basis, the same assets, businesses and operations as O-I had immediately prior to the Corporate Modernization.
After the Corporate Modernization, O-I’s stockholders became stockholders of O-I Glass. The Merger is intended to qualify
as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and as a result,
the stockholders of O-I do not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their O-I shares.
In connection with the Merger and pursuant
to the Merger Agreement, each option to purchase a share of O-I common stock, par value $0.01 per share (“O-I Common Stock”), each award of restricted
shares of O-I Common Stock, each award of time-based restricted stock units covering shares of O-I Common Stock, each award of
performance-based restricted stock units covering shares of O-I Common Stock and each dividend equivalent covering one share of
O-I Common Stock, in each case, that was outstanding immediately prior to the effective time of the Merger (collectively, the “Company
Equity Awards”) was converted into an award of the same type covering an equivalent number of shares of O-I Glass Common
Stock (each, an “O-I Glass Equity Award”). Each O-I Glass Equity Award continues to be subject to the same terms and
conditions (including vesting schedule and performance, forfeiture and termination conditions) that applied to the corresponding
Company Equity Award immediately prior to the effective time of the Merger.
The conversion of stock occurred automatically
without an exchange of book entry shares or stock certificates. After the Corporate Modernization, no action is required by holders
of book entry shares of O-I stock to convert their shares to book entry shares of O-I Glass stock and any stock certificates that
previously represented shares of O-I stock now represent the same number of shares of O-I Glass stock.
Following the implementation of the Corporate
Modernization, O-I Glass Common Stock continued to trade on the New York Stock Exchange (“NYSE”) on an uninterrupted
basis under the symbol “OI” with new CUSIP number 67098H 104. O-I Glass became the successor issuer to O-I pursuant
to 12g-3(a) of the Exchange Act and shares of O-I Glass Common Stock are deemed registered under Section 12(b) of
the Exchange Act.
The foregoing descriptions of the Corporate Modernization and
Merger Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger
Agreement, which is filed as Exhibit 2.1 and incorporated by reference herein.
ITEM 3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
|
In connection with the Corporate
Modernization, O-I Glass notified the NYSE that the Corporate Modernization had been completed. Following the Corporate
Modernization, shares of O-I Glass Common Stock continued to trade on the NYSE on an uninterrupted basis under the symbol
“OI.”
In addition, the NYSE is expected
to file with the Securities and Exchange Commission (the “Commission”) on December 27, 2019 an application on
Form 25 to delist shares of O-I Common Stock from the NYSE and deregister the O-I Common Stock under
Section 12(b) of the Exchange Act. O-I intends to file with the Commission a certification and notification of
termination on Form 15 requesting that the O-I Common Stock be deregistered under the Exchange Act, and that
Paddock’s reporting obligations under Section 15(d) of the Exchange Act be suspended (except to the extent
that O-I Glass succeeds to the registration and reporting obligations of O-I pursuant to the Exchange Act
Section 12(b)).
Until
Paddock’s reporting obligations are suspended, investors can find reports and other documents that Paddock files with the Commission
on www.o-i.com/investors. The same website will be used for reports and other documents that O-I Glass files with
the Commission.
ITEM 3.03
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Material Modification to Rights of Security Holders.
|
Upon the effectiveness of the Merger, each
share of O-I stock held immediately prior to the Merger automatically converted into an equivalent corresponding share of O-I Glass
stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the
corresponding share of O-I stock that was converted.
The information set forth in the Explanatory Note, Item
1.01 and Item 5.03 are hereby incorporated by reference into this Item 3.03.
ITEM 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
The directors of O-I Glass (as listed below, the “O-I
Glass Directors”) are the same as the directors of O-I immediately prior to implementation of the Corporate Modernization.
Directors
Name
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Age
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AC
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CTDC
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NCGC
|
|
ROC
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Gordon J. Hardie
|
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55
|
|
|
|
|
|
|
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C
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Peter S. Hellman
|
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69
|
|
X
|
|
X
|
|
|
|
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John Humphrey
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53
|
|
X
|
|
|
|
|
|
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Anastasia D. Kelly
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69
|
|
|
|
|
|
C
|
|
X
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Andres A. Lopez
|
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56
|
|
|
|
|
|
|
|
X
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Alan J. Murray
|
|
65
|
|
C
|
|
|
|
|
|
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Hari N. Nair
|
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59
|
|
X
|
|
X
|
|
|
|
|
Hugh H. Roberts
|
|
67
|
|
|
|
X
|
|
X
|
|
|
Joseph D. Rupp
|
|
68
|
|
|
|
C
|
|
X
|
|
|
John H. Walker
|
|
61
|
|
|
|
|
|
X
|
|
X
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Carol A. Williams*
|
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61
|
|
|
|
|
|
X
|
|
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Dennis K. Williams
|
|
73
|
|
X
|
|
X
|
|
|
|
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AC
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Audit Committee
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CTDC
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Compensation and Talent Development Committee
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NCGC
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Nominating Corporate Governance Committee
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ROC
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Risk Oversight Committee
|
C
*
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Committee Chairperson
Lead Independent Director
|
The executive officers of O-I Glass (the “O-I Glass Executive
Officers”) are the same as the executive officers of O-I immediately prior to implementation of the Corporate Modernization.
Additional information regarding the business
experience, qualifications and other biographical data of the O-I Glass Directors and O-I Glass Executive Officers is included
in O-I’s Schedule 14A for the 2019 Annual Meeting of Stockholders under “Proposal 1: Election of Directors—Information
on Nominees” and “Director Compensation and Other Information—Related Person Transactions,” and in O-I’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 under “Item 1. Business—Executive
Officers of the Registrant,” and such information is incorporated herein by reference.
In connection with the
Corporate Modernization, on December 26, 2019, following the effective time of the Merger, O-I Glass and Paddock entered
into an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), pursuant to which O-I
Glass assumed (including sponsorship of) (i) the Amended and Restated 1997 Equity Participation Plan
of Owens-Illinois, Inc., the Second Amended and Restated Owens-Illinois, Inc. 2005 Incentive Award Plan, and the
Owens-Illinois, Inc. Amended and Restated 2017 Incentive Award Plan, and (ii) each award agreement evidencing a
Company Equity Award and other contract providing for the grant or issuance of O-I Common Stock (together, the “Equity
Compensation Arrangements”).
Additionally, pursuant to the Assignment and Assumption Agreement,
O-I Glass assumed (including sponsorship of) each compensation or benefit plan, program, policy, contract or arrangement sponsored,
maintained or entered into by Paddock or its predecessors (including O-I) for the benefit of any current or former director, officer,
employee, consultant or independent contractor of Paddock or any of its subsidiaries (collectively, the “Benefit Plans”).
The Benefit Plans that were assigned to and assumed by O-I Glass included, without limitation, (i) the Amended and Restated
Owens-Illinois Supplemental Retirement Benefit Plan, (ii) the Amended and Restated Owens-Illinois, Inc. Directors Deferred
Compensation Plan, (iii) the Owens-Illinois, Inc. Executive Deferred Savings Plan, (iv) the Owens-Illinois 2004
Executive Life Insurance Plan, (v) the Owens-Illinois 2004 Executive Life Insurance Plan for Non-U.S. Employees, (vi) the
Letter Agreement signed November 20, 2015, between Owens-Illinois, Inc. and Jan Bertsch, (vii) the Owens-Illinois, Inc.
Executive Severance Policy, the Stock Option Plan for Directors of Owens-Illinois, Inc., the
Second Amended and Restated Owens-Illinois, Inc. Non-Union Retirement and Savings Plan, and the Second Amended and Restated
Owens-Illinois, Inc. Supplemental Retirement Plan. Upon the effectiveness of the Assignment and Assumption Agreement, all references to Paddock or its
predecessors (including O-I) or to O-I Common Stock in the Equity Compensation Arrangements and Benefit Plans were deemed to be
automatically amended to be references to O-I Glass and to O-I Glass Common Stock, respectively, except where the context clearly
dictates otherwise.
The foregoing description of the Assignment and Assumption Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Assignment and Assumption
Agreement, which is filed as Exhibit 10.1 and is incorporated by reference herein.
ITEM 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Prior to the implementation of the Corporate
Modernization, the board of directors of O-I approved and adopted the Fifth Amended and Restated By-Laws of O-I (the “O-I
By-Laws”), effective December 25, 2019, amending certain provisions of O-I’s existing by-laws. The O-I By-Laws
include the following amendments: (i) requires shareholders to include the proposed amendment language when submitting a proposal
to amend the O-I By-Laws; (ii) provides that any stockholder making a proposal or nomination must be a record holder of shares,
instead of a beneficial owner of shares; (iii) permits stockholders to nominate additional directors in the event the number
of directors is increased after the notice window has closed, but only with respect to the additional directors; (iv) provides
that prior to a director or officer of O-I seeking indemnification for costs incurred in connection with a proceeding initiated
by the director or officer, the O-I board of directors must authorize the proceeding; (v) states that notice to stockholders
may be effectively given via electronic transmission, including notice via electronic mail.
The By-Laws also include certain technical,
conforming, modernizing and clarifying changes.
The foregoing description of the amendments
is qualified in its entirety by reference to the full text of the O-I By-Laws, a copy of which is attached as Exhibit 3.1
to this Current Report on Form 8-K and incorporated herein by reference.
Prior to the Corporate Modernization, O-I
Glass’s board of directors approved the O-I Glass Amended and Restated Certificate of Incorporation (the “O-I Glass
Certificate of Incorporation”) and adopted the Amended and Restated By-Laws of O-I Glass (the “O-I Glass By-Laws”),
each effective December 26, 2019, which are identical to the Third Restated Certificate of Incorporation of Owens-Illinois, Inc.
and the O-I By-Laws, respectively, immediately prior to the implementation of the Corporate Modernization, except for the change
of the name of the corporation and certain technical changes and other non-substantive changes that describe the DGCL Section 251(g) holding
company reorganization, as permitted by Section 251(g) of the DGCL. Prior to the implementation of the Corporate Modernization,
the sole stockholder of O-I Glass approved the adoption of the O-I Glass Certificate of Incorporation. The O-I Glass Certificate
of Incorporation was filed with the Delaware Secretary of State on December 26, 2019.
The foregoing description of the O-I Glass
Certificate of Incorporation and the O-I Glass By-Laws do not purport to be complete and are qualified in their entirety by reference
to the full text of the O-I Glass Certificate of Incorporation and the O-I Glass By-Laws, which are filed as Exhibits 3.2 and 3.3
hereto, respectively, and each of which is incorporated by reference herein.
ITEM 7.01
|
Regulation FD Disclosure
|
Press Release
On December 27, 2019, O-I Glass
issued a press release announcing the completion of the Corporate Modernization. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained
in this Item 7.01 and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
Successor Issuer
In connection with the Corporate Modernization
and by operation of Rule 12g-3(a) under the Exchange Act, O-I Glass is the successor issuer to O-I and has succeeded
in the attributes of O-I as the registrant. Shares of O-I Glass Common Stock are deemed to be registered under Section 12(b) of
the Exchange Act, and O-I Glass is subject to the informational requirements of the Exchange Act, and the rules and regulations
thereunder. O-I Glass hereby reports this succession in accordance with Rule 12g-3(f) under the Exchange Act.
ITEM 9.01
|
Financial Statements and Exhibits.
|
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 GLASS, INC.
|
|
|
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Date: December 27, 2019
|
By:
|
/s/ John A. Haudrich
|
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Name:
|
John A. Haudrich
|
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Title:
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Senior Vice President and Chief Financial Officer
|
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.
|
PADDOCK ENTERPRISES, LLC
|
|
|
|
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|
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Date: December 27, 2019
|
By:
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/s/ John A. Haudrich
|
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Name:
|
John A. Haudrich
|
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Title:
|
Treasurer and Chief Financial Officer
|
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.
|
OWENS-ILLINOIS GROUP, INC.
|
|
|
|
|
|
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Date: December 27, 2019
|
By:
|
/s/ John A. Haudrich
|
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Name:
|
John A. Haudrich
|
|
Title:
|
President and Chief Financial Officer
|
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