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): December 22, 2012
Robbins & Myers, Inc.
(Exact name of Registrant as specified in its charter)
| Ohio | 001-13651 | 31-0424220 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 10586 Highway 75 North, Willis, TX | 77378 | |||
| (Address of principal executive offices) | (Zip code) | |||
936-890-1064
(Registrant’s telephone number including area code)
Not applicable
(Former name and 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 2.02 | Results of Operations and Financial Condition. |
On December 22, 2012, Robbins & Myers, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended November 30, 2012. A copy of the press release announcing the Company’s results is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
| Item 8.01 | Other Events. |
In its press release issued on December 22, 2012 (described above), the Company provided an update on its previously announced merger with National Oilwell Varco, Inc. (“NOV”), in which NOV would acquire all of the outstanding shares of the Company for $60.00 per share in cash. A copy of the press release announcing the Company’s results is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits – See Index to Exhibits |
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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.
| ROBBINS & MYERS, INC. | ||||||
| December 24, 2012 | By: | /s/ Peter C. Wallace | ||||
| Name: | Peter C. Wallace | |||||
| Title: | President and Chief Executive Officer | |||||
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INDEX TO EXHIBITS
| 99 | ADDITIONAL EXHIBITS |
| 99.1 | Press Release of Robbins & Myers, Inc. dated December 22, 2012. |
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