Document/Exhibit Description Pages Size
1: 8-K/A Primex 8-K/Amended to Incorporate Exhibit Segments 4 21K
2: EX-2 Plan of Acquisition, Reorganization, Arrangement, 21± 90K
Liquidation or Succession
3: EX-3.(I) Primex Technologies: Articles of Incorporation 12± 49K
4: EX-3.(II) Primex Technologies: By-Laws 12± 49K
13: EX-10.10 Primex Technologies, Olin, Banks: Credit Agreement 67± 246K
14: EX-10.11 Material Contract 7± 31K
15: EX-10.12 Material Contract 10± 40K
5: EX-10.2 Material Contract 16± 66K
6: EX-10.3 Material Contract 11± 41K
7: EX-10.4 Material Contract 13± 53K
8: EX-10.5 Material Contract 7± 30K
9: EX-10.6 Material Contract 12± 50K
10: EX-10.7 Primex Technologies: Covenant Not to Compete 7± 31K
11: EX-10.8 Material Contract 14± 53K
12: EX-10.9 Material Contract 8± 34K
8-K/A — Primex 8-K/Amended to Incorporate Exhibit Segments
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 8-K/A
CURRENT REPORT
Amendment No. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 23, 1997
-----------------------------------
Date of report
PRIMEX TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Virginia 0-28942 06-1458069
--------------- ------------ ----------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
organization) Number)
10101 Ninth Street North, St. Petersburg, FL 33716-3807
-------------------------------------------------------
(Address of principal executive offices) (Zip code)
(813) 578-8100
----------------------------
(Registrant's telephone
number, including area code)
Page 1 of 2
Exhibit Index is on Page 2
INFORMATION TO BE INCLUDED IN THE REPORT.
Item 5. Other Events.
On December 31, 1996, Olin Corporation ("Olin") distributed to its common
shareholders one share of common stock of Primex Technologies, Inc.'s
("Primex") for every ten shares of Olin common stock held as of the record
date of December 19, 1996. Primex Technologies, Inc. began business as a
separate entity on January 1, 1997. Primex stock certificates were mailed to
shareholders commencing on January 6, 1997.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits.
Exhibit
No. Description
2 Distribution Agreement dated December 30, 1996, between Primex
Technologies, Inc. and Olin Corporation.
3.1 Amended and Restated Articles of Incorporation of Primex
Technologies, Inc. effective December 31, 1996.
3.2 By-laws of Primex Technologies, Inc. as amended December 31, 1996.
10.1 Distribution Agreement dated as of December 30, 1996 between
Primex Technologies, Inc. and Olin Corporation. (filed as
Exhibit 2 hereto).
10.2 Technology Transfer and License Agreement dated December 30, 1996
between Primex Technologies, Inc. and Olin Corporation.
10.3 Tax Sharing Agreement dated December 31, 1996 between Primex
Technologies, Inc. and Olin Corporation.
10.4 Powder Supply Requirements Agreement dated December 31, 1996
between Primex Technologies, Inc. and Olin Corporation.
10.5 Assignment of Ball Powder (R) Trademark to Primex and
Limited License to Olin dated December 30, 1996 between Primex
Technologies, Inc. and Olin Corporation.
10.6 Assumption of Liabilities and Indemnity Agreement dated
December 31, 1996 between Primex Technologies, Inc. and Olin
Corporation.
10.7 Covenant Not To Compete Agreement dated December 31, 1996 between
Primex Technologies, Inc. and Olin Corporation.
10.8 Assignment of Raufoss Agreements to Primex and Sublicense to Olin
for Small Caliber Ammunition dated December 30, 1996 between Primex
Technologies, Inc. and Olin Corporation.
10.9 Form of Executive Agreement
Page 2 of 4
Exhibit Index is on Page 4
10.10 Credit Agreement dated as of December 23, 1996 among Primex
Technologies, Inc., Olin Corporation, Morgan Guaranty Trust Co.
of New York, as Agent, and various financial institutions.
10.11 Trade Name License Agreement dated December 31, 1996
between Primex Technologies, Inc. and Olin Corporation.
10.12 Transition Services Agreement dated December 31, 1996 between
Primex Technologies, Inc. and Olin Corporation.
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 hereunto duly authorized.
PRIMEX TECHNOLOGIES, INC.
By: George H. Pain
----------------------
George H. Pain
Title: Vice President
Date: January 23, 1997
Page 3 of 4
Exhibit Index is on Page 4.
EXHIBIT INDEX
Exhibit
No. Exhibit
------- -------
2 Distribution Agreement dated December 30, 1996, between Primex
Technologies, Inc. and Olin Corporation.
3.1 Amended and Restated Articles of Incorporation of Primex
Technologies, Inc. effective December 31, 1996.
3.2 By-laws of Primex Technologies, Inc. as amended December 31, 1996.
10.1 Distribution Agreement dated as of December 30, 1996 between
Primex Technologies, Inc. and Olin Corporation. (filed as
Exhibit 2 hereto).
10.2 Technology Transfer and License Agreement dated December 30, 1996
between Primex Technologies, Inc. and Olin Corporation.
10.3 Tax Sharing Agreement dated December 31, 1996 between Primex
Technologies, Inc. and Olin Corporation.
10.4 Powder Supply Requirements Agreement dated December 31, 1996
between Primex Technologies, Inc. and Olin Corporation.
10.5 Assignment of Ball Powder (R) Trademark to Primex and
Limited License to Olin dated December 30, 1996 between Primex
Technologies, Inc. and Olin Corporation.
10.6 Assumption of Liabilities and Indemnity Agreement dated
December 31, 1996 between Primex Technologies, Inc. and Olin
Corporation.
10.7 Covenant Not To Compete Agreement dated December 31, 1996 between
Primex Technologies, Inc. and Olin Corporation.
10.8 Assignment of Raufoss Agreements to Primex and Sublicense to Olin
for Small Caliber Ammunition dated December 30, 1996 between
Primex Technologies, Inc. and Olin Corporation.
10.9 Form of Executive Agreement
10.10 Credit Agreement dated as of December 23, 1996 among Primex
Technologies, Inc., Olin Corporation, Morgan Guaranty Trust Co.
of New York, as Agent, and various financial institutions.
10.11 Trade Name License Agreement dated December 31, 1996 between
Primex Technologies, Inc. and Olin Corporation.
10.12 Transition Services Agreement dated December 31, 1996 between
Primex Technologies, Inc. and Olin Corporation.
Page 4 of 4
Exhibit Index is on Page 4.
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/24/97 |
| For Period End: | | 1/23/97 | | 1 | | 3 | | | 8-K |
| | 1/6/97 | | 2 |
| | 1/1/97 | | 2 |
| | 12/31/96 | | 2 | | 4 | | | 10-K |
| | 12/30/96 | | 2 | | 4 |
| | 12/23/96 | | 3 | | 4 |
| | 12/19/96 | | 2 | | | | | S-8 |
| List all Filings |
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