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 10, 2009
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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Westpointe Corporate Center One, 5th Floor
1550 Coraopolis Heights Road
Pittsburgh, PA
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15108-2973 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(412) 893-0026
(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)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On September 10, 2009, RTI International Metals, Inc. (the “Company”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and FBR
Capital Markets & Co., as representatives of the underwriters named therein (the “Underwriters”),
with respect to the offering and sale of 6,000,000 shares of common stock of the Company, par value
$0.01 per share, plus up to an additional 900,000 shares pursuant to an option granted to the
Underwriters to cover over-allotments (the “Shares”). The Underwriting Agreement contains customary
representations, warranties and agreements of the Company and customary conditions to closing,
indemnification rights and obligations of the parties.
On September 11, 2009, the Underwriters exercised in full their option to purchase the
additional 900,000 shares. The closing of the transactions contemplated by the Underwriting
Agreement occurred on September 16, 2009.
The offering was registered under the Securities Act of 1933, as amended, pursuant to the
Company’s shelf registration statement on Form S-3 (File No. 333-161304, the “Registration
Statement”). The above description of the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting Agreement. A copy of the Underwriting Agreement is
incorporated herein by reference and is attached to this Report on Form 8-K as Exhibit 1.1. In
addition, the Underwriting Agreement is incorporated by reference as an exhibit to the Registration
Statement.
Item 8.01 Other Events.
The Opinion and Consent of Buchanan Ingersoll & Rooney PC as to the validity of the Shares
offered and sold pursuant to the Registration Statement are each filed herewith and are each
incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit 1.1
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Underwriting Agreement dated September 10, 2009, among RTI International
Metals, Inc. and Citigroup Global Markets Inc. and FBR Capital Markets &
Co., as representatives of the several underwriters named in Schedule 1
thereto. |
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Exhibit 5.1
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Opinion of Buchanan Ingersoll & Rooney PC as to the validity of the Shares. |
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Exhibit 23.1
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Consent of Buchanan Ingersoll & Rooney PC (contained in Exhibit 5.1). |