UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) OCTOBER 1, 2004
--------------------------------
RTI INTERNATIONAL METALS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
OHIO
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-14437 52-2115953
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
1000 WARREN AVENUE, NILES, OHIO 44446
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(330) 544-7700
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or 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)
[ ] 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))
Page 2
PRELIMINARY STATEMENT
On October 4, 2004 the registrant filed a Form 8-K to announce
the closing of its acquisition of 100% of the issued and outstanding shares of
Claro Precision, Inc. The acquisition was originally reported as an Item 2.01
"Completion of Acquisition or Disposition of Assets." Subsequently the
registrant has determined that the acquisition does not meet the requirements of
an acquisition of a "significant subsidiary" as defined in Regulation SX Rule
3-05 and Item 17 of Form 20-F. Thus, the registrant is amending this Form 8-K to
delete Item 2.01 and to report that historical and pro forma financial
information of the business acquired will not be filed. The complete text of the
current report, as amended, is set forth below.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On October 1, 2004, RTI International Metals, Inc., an Ohio
corporation ("RTI"), and its wholly-owned subsidiary RTI-Claro, Inc., a Quebec
corporation (the "Company") consummated the previously announced acquisition of
100% of the issued and outstanding shares of Claro Precision, Inc., a Quebec
corporation in the Province of Quebec, Canada, for CAN$37,533,353, consisting of
CAN$30,026,682 in cash and 358,908 shares of RTI common stock. Claro, which is
in the business of manufacturing, assembling, finishing and distributing
precision machined components for the aerospace industry, is now a wholly-owned
subsidiary of the Company.
On October 1, 2004, RTI issued to each of Daniel Molina and
Jean-Louis Mourain 197,454 shares of RTI common stock. The shares of RTI common
stock sold to Messrs. Molina and Mourain were issued in connection with the
acquisition by the Company, a wholly-owned subsidiary of RTI, of 100% of the
issued and outstanding shares of Claro. The shares of RTI common stock issued to
Messrs Molina and Mourain were a portion of the consideration issued in
connection with the acquisition.
The shares of RTI common stock issued to Messrs. Molina and
Mourain are exempt from the registration requirements of the Securities Act of
1933, as amended, pursuant to Regulation S. Both Molina and Mourain are
accredited investors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Stock Purchase Agreement by and among RTI-Claro, Inc., RTI
International Metals, Inc., Jean-Louis Mourain and Daniel Molina, dated as of
September 28, 2004 (filed on Form 8-K with the Commission on October 4, 2004).
Page 3
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 thereunto duly authorized.
RTI International Metals, Inc.
Date: November 23, 2004 By: /s/ Lawrence W. Jacobs
---------------------------------
Lawrence W. Jacobs
Vice President and
Chief Financial Officer
Page 4
EXHIBIT INDEX
Number Description Method of Filing
- ------ ----------- ----------------
2.1 Stock Purchase Agreement by and among Incorporated by reference
RTI-Claro, Inc., RTI International Metals, to Exhibit 2.1 to the Form 8-K
Inc., Jean-Louis Mourain and Daniel Molina, filed with the Commission on
dated as of September 28, 2004 October 4, 2004