UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): OCTOBER 1, 2004
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RTI INTERNATIONAL METALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
OHIO
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(State or Other Jurisdiction of Incorporation)
001-14437 52-2115953
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(Commission File Number) (IRS Employer Identification No.)
1000 WARREN AVENUE
NILES, OHIO 44446
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(Address of Principal Executive Offices) (Zip Code)
(330) 544-7700
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(Registrant's Telephone Number, Including Area Code)
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(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))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
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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
("Claro") from Daniel Molina and Jean-Louis Mourain, both individuals resident
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.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
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On October 1, 2004, RTI issued to each of Daniel Molina and Jean-Louis
Mourain 179,454 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 Messrs Molina and Mourain are accredited
investors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Business Acquired.
The required financial statements will be filed in an amendment to this
report, which shall be filed no later than December 17, 2004.
(b) Pro Forma Financial Information.
The required pro forma financial information for the acquired business
will be filed in an amendment to this report, which shall be filed no later than
December 17, 2004.
(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.
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: October 4, 2004 By: /s/ Lawrence W. Jacobs
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Lawrence W. Jacobs
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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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.