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): March 25, 2008
RTI International Metals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
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| 001-14437
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52-2115953 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 1000 Warren Avenue |
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| Niles, Ohio
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44446 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(330) 544-7700
(Registrant’s Telephone Number, Including Area Code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry Into a Material Definitive Agreement. |
On March 25, 2008, RTI Hamilton, Inc. (“RTI”), a subsidiary of RTI International Metals, Inc.
(the “Company”), entered into a long-term Master Supply Agreement (the “Agreement”) with Tronox LLC
(“Tronox”). The Agreement, which calls for annual volumes of titanium tetrachloride
(“TiCl4”) to be supplied by Tronox and chlorine gas (“Chlorine”) to be supplied by RTI
in a closed loop system, is effective as of January 1 of the calendar
year immediately following the date on which Tronox makes its first delivery of TiCl4 to
RTI. The Agreement has an initial term of twenty years and
automatically renews for successive twenty year terms, barring
certain circumstances.
In connection with the Agreement, RTI intends to enter into separate agreements with Tronox to
lease certain property adjacent to Tronox’s Hamilton, Mississippi, titanium dioxide plant for RTI’s
new titanium sponge facility (the “RTI Sponge Facility”). If required, Tronox will supply to RTI
in 2009 a pre-determined quantity of TiCl4 sufficient to facilitate the start of
operations of the RTI Sponge Facility. In all other years covered by the Agreement, Tronox will
reserve for supply to RTI pre-determined maximum quantities of TiCl4 up to 45,000 tons
annually, with RTI agreeing to purchase pre-determined minimum quantities determined by the greater
of 50% of the annual Capacity Reservation or 75% of the Annual Nomination. In return, each year
RTI will supply Chlorine to Tronox in quantities that are equivalent to the amount of Chlorine
contained in the TiCl4 delivered by Tronox to RTI. Pricing shall be set annually in
accordance with a pre-determined base price and price adjustment schedule. The foregoing description does not purport to be
complete and is qualified in its entirety by reference to the Agreement, a copy of which is
attached to this report as Exhibit 10.1 and incorporated by reference herein.
On March 25, 2008, the Company issued a press release to announce the Agreement. A copy of
the press release is attached to this report as Exhibit 99.1 and incorporated by reference herein.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed pursuant to Item 601 of Regulation S-K
and General Instruction B2 to this Form 8-K:
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| Exhibit No. |
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Description |
10.1
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Master Supply Agreement, by and between RTI Hamilton, Inc. and
Tronox LLC, dated March 25, 2008 |
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99.1
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Press Release dated March 25, 2008 |