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

 

February 23, 2006
(Date of earliest event reported)

 

 

QUANEX CORPORATION
(Exact name of registrant as specified in its charter)

 

 

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:

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o       Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o       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 February 23, 2006, the Board of Directors of Quanex Corporation (the “Company”) declared a three-for-two stock split in the form of a stock dividend (the “Stock Split”) payable on March 31, 2006 to shareholders of record on March 15, 2006. The Company is filing this Current Report on Form 8-K solely to present the retroactive impact of the Stock Split on earnings per common share and weighted-average common shares outstanding.

 

The following table is a presentation of earnings per common share and weighted-average common shares outstanding (1) as reported in the Company’s most recent Quarterly Report on Form 10-Q for the three months ended January 31, 2006 and Annual Report on Form 10-K for the year ended October 31, 2005 and also (2) on a retroactive basis after giving effect to the Stock Split.

 

Quanex Corporation

Earnings Per Share Presentation

As Reported (Excluding) and Proforma (After)

Retroactive Impact of March 2006 Stock Split

 

		Three Months Ended January 31,						Years Ended October 31,
		2006			2005			2005			2004			2003
		(Unaudited)			(Unaudited)
AS REPORTED – Excluding Impact of Stock Split:
Basic earnings per common share:
Earnings from continuing operations		$	1.33		$	1.36		$	7.04		$	2.33		$	1.80
Income (loss) from discontinued operations		(0.02		)	(0.23		)	(0.88		)	(0.12		)	(0.03		)
Basic earnings per share		$	1.31		$	1.13		$	6.16		$	2.21		$	1.77
Diluted earnings per common share:
Earnings from continuing operations		$	1.27		$	1.32		$	6.75		$	2.29		$	1.78
Income (loss) from discontinued operations		(0.02		)	(0.22		)	(0.83		)	(0.12		)	(0.03		)
Basic earnings per share		$	1.25		$	1.10		$	5.92		$	2.17		$	1.75
Weighted-average common shares outstanding (000’s):
Basic		25,244			24,984			25,181			24,654			24,231
Diluted		26,710			25,770			26,539			25,047			24,576
PROFORMA – After Retroactive Impact of Stock Split (Unaudited):
Basic earnings per common share:
Earnings from continuing operations		$	0.88		$	0.91		$	4.69		$	1.55		$	1.20
Income (loss) from discontinued operations		(0.01		)	(0.16		)	(0.58		)	(0.08		)	(0.02		)
Basic earnings per share		$	0.87		$	0.75		$	4.11		$	1.47		$	1.18
Diluted earnings per common share:
Earnings from continuing operations		$	0.85		$	0.88		$	4.50		$	1.53		$	1.18
Income (loss) from discontinued operations		(0.01		)	(0.15		)	(0.55		)	(0.08		)	(0.02		)
Basic earnings per share		$	0.84		$	0.73		$	3.95		$	1.45		$	1.16
Weighted-average common shares outstanding (000’s):
Basic		37,866			37,476			37,772			36,981			36,347
Diluted		40,065			38,655			39,809			37,571			36,864

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		QUANEX CORPORATION
		(Registrant)
March 7, 2006		/s/   KEVIN P. DELANEY
(Date)		Kevin P. Delaney
		Senior Vice President – General Counsel and Secretary

 

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