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Primex Technologies Inc – ‘8-K’ for 1/23/97

As of:  Thursday, 1/23/97   ·   For:  1/23/97   ·   Accession #:  1019265-97-2   ·   File #:  0-28942

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  As Of                Filer                Filing    For·On·As Docs:Size

 1/23/97  Primex Technologies Inc           8-K:5,7     1/23/97   15:614K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Primex Form 8-K                                        4     21K 
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,     21±    90K 
                          Liquidation or Succession                              
 3: EX-3.1      Primex Technologies: Articles of Incorporation        12±    49K 
 4: EX-3.2      Primex Technologies: By-Laws                          12±    49K 
13: EX-10.10    Primex Technologies, Olin, Banks: Credit Agreement    67±   245K 
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   —   Primex Form 8-K
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 5. Other Events
"Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits
8-K1st Page of 4TOCTopPreviousNextBottomJust 1st
 

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 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
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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
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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.
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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’ Filing    Date First  Last      Other Filings
Filed on / For Period End:1/23/97138-K/A
1/6/972
1/1/972
12/31/962410-K
12/30/9624
12/23/9634
12/19/962S-8
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Filing Submission 0001019265-97-000002   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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