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 October 23, 2003 Commission file number 0-784
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DETREX CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-0480840
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24901 Northwestern Hwy., Ste. 500, Southfield, MI 48075
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 358-5800
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Securities registered pursuant to section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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None None
Securities registered pursuant to Section (g) of the Act:
Common Capital Stock, $2 Par Value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
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Item 5. OTHER EVENTS
The registrant issued the following press release on October 23, 2003:
Detrex Corporation Announces Intention to De-Register its Common Stock
with the Securities and Exchange Commission
SOUTHFIELD, Mich.--(BUSINESS WIRE)--Oct. 23, 2003--Detrex
Corporation (Nasdaq:DTRX), a diversified manufacturer of PVC and CPVC
pipe, duct and shapes and specialty chemicals including lubricant
additives and high purity hydrochloric acid, today announced that it
intends to file Form 15 on October 31, 2003 with the Securities and
Exchange Commission to de-register its common stock and suspend its
reporting obligations under the Securities Exchange Act of 1934. The
Company expects the de-registration to become effective within ninety
(90) days of the filing with the SEC.
As a result of the filing of the Form 15, the Company's obligation
to file with the SEC certain reports and forms, including Forms 10-K,
10-Q and 8-K, will immediately cease. The Company's shares will no
longer be listed on the NASDAQ Small Cap Market System. The Company
anticipates that its shares will be traded over the counter (OTC) on
the Pink Sheets, but can make no assurances that any broker will make
a market in the Company's common stock. The "Pink Sheets" is a
centralized quotation service that collects and publishes market maker
quotes in real time, primarily through its web site,
http://www.pinksheets.com/. The Company intends to continue to hold
annual meetings of shareholders and to provide its shareholders with
periodic financial and other information.
The Detrex Corporation Board of Directors determined, after
careful consideration, that the benefits of de-registering far
outweigh the advantages associated with operating as a public
reporting company. Several factors were considered by the Board of
Directors in making this decision, including the following:
-- The elimination of disproportionately large costs, both direct
and indirect, associated with the preparation and filing of
the Company's periodic reports with the SEC;
-- The avoidance of expected substantial increases in costs
associated with being a public company in light of new
regulations promulgated as a result of the Sarbanes-Oxley Act
of 2002 and in SEC rules thereunder;
-- The ability to improve communications with shareholders;
-- The market value that the public markets are applying to the
Company;
-- The nature and extent of current trading in the Company's
common stock, which is very limited;
-- The concentration of stock ownership in relatively few
holders; and
-- The lack of analysts' coverage and minimal liquidity for the
Company's common stock.
According to Thomas E. Mark, President and CEO of the Company,
"Our Board of Directors, after much consideration, decided to take
this action because we believe the advantages of continuing as a
public company are substantially outweighed by the disadvantages. We
view this as one step in the overall plan to deliver shareholder
value. As a non-reporting company, we will not only realize cost
savings and avoid anticipated future costs, we will also have more
flexibility in operational and strategic matters. The Company's
management will be able to focus its attention and resources on
improving the Company's operations, managing liabilities and enhancing
the Company's enterprise value. After the initial ninety days, we will
have the ability to communicate more freely with our shareholders and
to keep them more fully informed of our quest to deliver value."
Statements included in this press release that are not historical
in nature are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "1995 Act"). The
words "believe," "expect," "anticipate," "estimate," "guidance,"
"target" and similar expressions identify forward-looking statements.
The Company cautions readers that forward-looking statements are
subject to certain risks and uncertainties, which could cause actual
results to differ materially from those projected in the
forward-looking statements. Certain risks and uncertainties are
identified from time to time in the Company's reports filed with the
SEC. Some factors that could cause results to differ materially from
those projected in the forward-looking statements include: market
conditions, environmental remediation costs, pension expense and
funding requirements, liquidation value of assets, and marketability
of real estate and the market value and future liquidity of Detrex
stock. The Company claims the protection of the safe harbor for
forward-looking statements contained in the 1995 Act.
CONTACT: Detrex Corporation
Steven J. Quinlan, 248-358-5800
FAX: 248-358-5803
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.
DETREX CORPORATION
/s/_______________________ /s/__________________________
Thomas E. Mark Steven J. Quinlan
President and Vice President, Finance,
Chief Executive Officer Chief Financial Officer & Treasurer
Dated: October 23, 2003