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): SEPTEMBER 28, 2004
------------------------
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.)
1000 WARREN AVENUE
NILES, OHIO 44446
-------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(330) 544-7700
-------------------------------------------------------------------------------
(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 (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 28, 2004, RTI International Metals, Inc., an Ohio
corporation ("RTI"), and its wholly-owned subsidiary RTI-Claro, Inc., a Quebec
corporation (the "Company") entered into a Stock Purchase Agreement (the
"Purchase Agreement") with Daniel Molina and Jean-Louis Mourain, where the
Company will purchase 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$38,000,000.
Subject to the terms and conditions of the Purchase Agreement, at the
effective time of the acquisition, Claro will become a wholly-owned subsidiary
of the Company. Pursuant to the Purchase Agreement, RTI, at its sole option, may
issue up to twenty percent of the purchase price in shares of RTI's common stock
based on the average closing price of RTI's common stock on the New York Stock
Exchange for the 20 days immediately preceding the closing date (the "Average
Price"). The number of shares of RTI's common stock will be determined by using
the official 12:00 noon exchange rate posted by the Central Bank of Canada on
the closing date. The parties anticipate that the transaction will be
consummated on or around October 1, 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release of the registrant dated 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: September 29, 2004 By: /s/ Lawrence W. Jacobs
---------------------------
Lawrence W. Jacobs
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press Release of the registrant dated September 28, 2004.