Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - ROBBINS & MYERS, INC. | d441105dex991.htm |
UNITED STATES
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): November 16, 2012
Robbins & Myers, Inc.
(Exact name of Registrant as specified in its charter)
| Ohio | 001-13651 | 31-0424220 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 10586 Highway 75 North, Willis, TX | 77378 | |||
| (Address of principal executive offices) | (Zip code) | |||
936-890-1064
(Registrant’s telephone number including area code)
Not applicable
(Former name and 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) |
| x | 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)) |
Item 8.01 Other Events.
On November 16, 2012, Robbins & Myers, Inc. (the “Company”) issued a press release announcing that the Company (i) called a special meeting of shareholders to consider, among other things, the adoption of the previously announced Agreement and Plan of Merger dated as of August 8, 2012, by and among the Company, National Oilwell Varco, Inc., a Delaware corporation (“NOV”), and Raven Process Corp., an Ohio corporation and a wholly-owned subsidiary of NOV, and approval of the transactions contemplated thereby and (ii) has established a record date for the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits – See Index to Exhibits |
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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.
| ROBBINS & MYERS, INC. | ||||||
| November 16, 2012 |
By: | /s/ Peter C. Wallace | ||||
| Name: Peter C. Wallace | ||||||
| Title: President and Chief Executive Officer | ||||||
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INDEX TO EXHIBITS
| 99 | ADDITIONAL EXHIBITS |
| 99.1 | Press Release of Robbins & Myers, Inc. dated November 16, 2012. |
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