OI CORP - FORM 10-K/A - August 26, 2010

Attached files

file	filename
EX-32.1 - OI CORP	v195399_ex32-1.htm
EX-31.1 - OI CORP	v195399_ex31-1.htm
EX-31.2 - OI CORP	v195399_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

(Amendment No. 1)

þ Annual report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2009

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-6511

O.I. CORPORATION

(Exact name of registrant as specified in its charter)

Oklahoma		73-0728053
(State of Incorporation)		(IRS Employer Identification No.)

151 Graham Road, Box 9010
College Station, Texas		77842-9010
(Address of principal executive offices)		(Zip Code)

Registrant's Telephone Number, including area code: (979) 690-1711

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.10 per share		NASDAQ Global Market

Securities Registered Pursuant to Section 12(g) of the Act: NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ

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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value, as of June 30, 2009, of the common stock (based on the average of bid and asked prices of these shares on NASDAQ) of O.I. Corporation held by non-affiliates (assuming, for this purpose, that all directors, officers and owners of 5% or more of the registrant's common stock are deemed affiliates) was approximately $7,289,082.

The number of outstanding shares of the common stock as of August 25, 2010 was 2,361,628.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) to the Annual Report on Form 10-K of O.I. Corporation (the “Registrant” or the “Company”) for the fiscal year ended December 31, 2009, filed on March 15, 2010 (the “Original Filing”), is being filed solely for the purpose of amending and restating the certification attached as Exhibit 31.1 to the Original Filing. The certification is being amended to conform to the exact language set forth in Item 601(b)(31) of Regulation S-K. Exhibits 31.2 and 32.1 are filed because an amendment to the Form 10-K is being filed. This report is limited in scope to the item identified above and should be read in conjunction with the Original Filing.

Except as described above, this Amendment does not modify or update disclosure in, or exhibits to, the Original Filing.

PART IV

Item 15. Exhibits and Financial Statements Schedules

The following exhibits are filed with this report.

31.1	Amended Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Form 10-K).

31.2	Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Form 10-K/A).

32.1	Principal Executive Officer and Principal Financial Officer Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Form 10-K/A).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

O. I. CORPORATION

			/s/ J. Bruce Lancaster
Date:	August 26, 2010	By:	J. Bruce Lancaster
			Chief Executive Officer and
			Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date

*	Chief Executive Officer and Chief Financial Officer	August 26, 2010
J. Bruce Lancaster	(Principal Executive and Principal Financial Officer)

*	Co-Chairman of the Board	August 26, 2010
Raymond E. Cabillot

*	Director	August 26, 2010
Richard W.K. Chapman

*	Co-Chairman of the Board	August 26, 2010
John K.H. Linnartz

*	President, Chief Operating Officer, and Director	August 26, 2010
Donald P. Segers

*By Power of Attorney

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