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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): April 27, 2000
DETREX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
MICHIGAN
(State or other Jurisdiction of Incorporation or Organization)
0-784 38-0480840
(Commission File Number) (I.R.S. Employer Identification No.)
24901 Northwestern Highway
Suite 500, Southfield, Michigan 48075
(Address of Principal Executive Offices) (Zip Code)
(248) 358-5800
(Registrant's Telephone Number, including Area Code)
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On April 27, 2000, the Board of Directors of the Registrant (the
"Board") authorized the amendment and restatement of the Rights Agreement dated
as of May 4, 1990, between the Registrant and NBD Bank, N.A., as rights agent
(the "Original Rights Agreement"), resulting in an Amended and Restated Rights
Agreement, dated as of April 27, 2000 (the "Amended Rights Agreement"), between
the Registrant and State Street Bank & Trust Company, as rights agent.
The Amended Rights Agreement was adopted in the normal course of
updating and extending the Original Rights Agreement which was scheduled to
expire on May 4, 2000, and not in response to any acquisition proposal.
In the Amended Rights Agreement, the Registrant has extended the
expiration date of its rights plan to May 4, 2010, and has amended it to reflect
prevailing stockholder rights plan terms. These amendments include, without
limitation, the following: (a) amending the definition of Acquiring Person to
prevent inadvertent triggering of the rights plan and (b) providing for a
cashless exchange of the rights, at the option of the Board of Directors of the
Registrant. In addition, the Registrant also appointed State Street Bank & Trust
Company as a successor rights agent.
A copy of the Amended Rights Agreement is attached hereto as Exhibit 4
and is incorporated herein by reference. The foregoing discussion does not
purport to be complete and is qualified in its entirety by reference to such
Exhibit.
Item 7. Exhibits.
Exhibit 4 Amended and Restated Rights Agreement dated as of April 27,
2000, between the Registrant and State Street Bank & Trust
Company, as rights agent.
Exhibit 99 Press Release, dated April 27, 2000.
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SIGNATURE
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 duly hereunto authorized.
DETREX CORPORATION
By: /s/ Gerald J. Israel
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Name: Gerald J. Israel
Title: Vice President, Finance
Date: April 27, 2000
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EXHIBIT INDEX
Exhibit Description
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4 Amended and Restated Rights Agreement dated as of
April 27, 2000, between the Registrant and State
Street Bank & Trust Company, as rights agent.
99 Press Release, dated April 27, 2000.