Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - RTI INTERNATIONAL METALS INC | l41301exv99w2.htm |
| EX-99.1 - EX-99.1 - RTI INTERNATIONAL METALS INC | l41301exv99w1.htm |
| EX-23.1 - EX-23.1 - RTI INTERNATIONAL METALS INC | l41301exv23w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
SECURITIES EXCHANGE ACT OF 1934
Date
of Report: December 8, 2010
(Date of earliest event reported)
(Date of earliest event reported)
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.) | |
| Westpointe Corporate Center One, 5th Floor | ||
| 1550 Coraopolis Heights Road | ||
| Pittsburgh, Pennsylvania | 15108-2973 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(412) 893-0026
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
| Item 8.01. Other Events. | ||||||||
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-23.1 | ||||||||
| EX-99.1 | ||||||||
| EX-99.2 | ||||||||
Table of Contents
Item 8.01. Other Events.
Guarantor Information
RTI International Metals, Inc. (the “Company”) expects today to file a shelf registration statement
that registers for sale certain securities of the Company, including guarantees of debt securities
(“Guarantees”) by certain subsidiaries of the Company (“Guarantor Subsidiaries”). Under the
Securities Act of 1933, the Guarantees are securities and, as a result, the Company is required to
retrospectively disclose in a footnote to its historical financial statements financial information
of the Guarantor Subsidiaries in accordance with Rule 3-10 of Regulation S-X, as discussed more
fully below.
The Company is filing revised historical financial statements within exhibits to this Current
Report on Form 8-K to include summarized financial information for (a) the Company; (b) the
Guarantor Subsidiaries on a combined basis; and (c) the Company’s non-guarantor subsidiaries on a
combined basis.
The summarized financial information has been added to the:
| • | Notes to Consolidated Financial Statements as of December 31, 2009 and 2008 and for the three years ended December 31, 2009 previously issued on the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 22, 2010; and | ||
| • | Notes to the Unaudited Consolidated Financial Statements as of September 30, 2010 and December 31, 2009 and for the three and nine-months ended September 30, 2010 and 2009 previously published in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 filed on November 3, 2010. |
The historical financial statements and the revised related disclosures as of December 31, 2009 and
2008 and for the three years ended December 31, 2009 are filed as Exhibit 99.1, the historical
financial statements and the revised related disclosures as of September 30, 2010 and December 31,
2009 and for the three and nine months ended September 30, 2010 and 2009 are filed as Exhibit 99.2
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
23.1
|
Consent of PricewaterhouseCoopers LLP, the Company’s Independent Registered Public Accounting Firm | |
99.1
|
The historical financial statements and the revised related disclosures as of December 31, 2009 and 2008 and for the three years ended December 31, 2009. | |
99.2
|
The historical financial statements and the revised related disclosures as of September 30, 2010 and December 31, 2009 and for the three and nine months ended September 30, 2010 and 2009. |
2
Table of Contents
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 thereunto duly authorized.
| RTI INTERNATIONAL METALS, INC. |
||||
| Date: December 8, 2010 | By: | /s/ William T. Hull | ||
| William T. Hull | ||||
| Senior Vice President and Chief Financial Officer (principal accounting officer) | ||||
3
Table of Contents
EXHIBIT INDEX
| Exhibit Number | Description | |
(23.1)
|
Consent of PricewaterhouseCoopers LLP, the Company’s Independent Registered Public Accounting Firm | |
(99.1)
|
The historical financial statements and the revised related disclosures as of December 31, 2009 and 2008 and for the three years ended December 31, 2009. | |
(99.2)
|
The historical financial statements and the revised related disclosures as of September 30, 2010 and December 31, 2009 and for the three and nine months ended September 30, 2010 and 2009. |
4