Titanium Metals 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of the earliest event reported)
December 31, 2008
Titanium Metals Corporation
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code
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):
On December 31, 2008, Contran Corporation, a Delaware corporation which is a stockholder and affiliated entity of the registrant (“Contran”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with the registrant. Under the terms of the Stock Purchase Agreement, on December 31, 2008 Contran purchased from the registrant all of the shares of common stock held by the registrant in an unaffiliated third party (the “Shares”) for a purchase price of $16,700,000, payable in the form of a secured promissory note in the original principal amount of $16,700,000 payable by Contran to the registrant (the “Note”). The Note:
The independent directors of the registrant approved the Stock Purchase Agreement, the Note and the Pledge and Security Agreement.
The descriptions of the Stock Purchase Agreement, the Note and the Pledge and Security Agreement are qualified in their entirety by the terms of such documents (or forms thereof) filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this current report and which terms are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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.