- Amended Quarterly Report (10-Q/A)
13 Novembro 2009 - 1:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
(Amendment
No. 1)
x
Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
quarterly period ended September 30, 2009
OR
¨
Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For the
transition period from _________to_________
Commission
File Number: 0-6511
O. I.
CORPORATION
(Exact
name of registrant as specified in its charter)
OKLAHOMA
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73-0728053
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State
of Incorporation
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I.R.S.
Employer
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Identification
No.
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P.O.
Box 9010
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151
Graham Road
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College Station, Texas
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77842-9010
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including
area
code:
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(979)
690-1711
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes
þ
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes
¨
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated
filer
¨
Smaller
reporting company
þ
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
¨
No
þ
As of
November 10, 2009, there were 2,361,306 shares of the issuer’s common stock,
$.10 par value, outstanding.
EXPLANATORY
NOTE
This
Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) to the
Quarterly Report on Form 10-Q of O.I. Corporation (the “Registrant” or the
“Company”) for the quarterly period ended September 30, 2009, filed on November
12, 2009 (the “Original Filing”), is being filed solely for the purpose of
providing a section entitled “Corporate Strategy” which was inadvertently
omitted from Management’s Discussion and Analysis in the Original
Filing. This Amendment is limited in scope to the item identified
above and should be read in conjunction with the Original Filing.
Except as
described above, this Amendment does not modify or update disclosure in, or
exhibits to, the Original Filing.
Corporate
Strategy
We are in
the process of implementing a change in strategic direction under which we will
begin to operate in a manner designed to emphasize cash flow. Our
long-term objective is to maximize intrinsic business value per share of the
Company. (Intrinsic value is computed by taking all future cash flows
into and out of the business and then discounting the resultant number at an
appropriate interest rate.) Thus, our financial goal is to maximize
free cash flow and return on invested capital. We regard capital
allocation as immensely important to creating shareholder value. The
basic premise of our new strategy is to reinvest cash generated from operations
and potentially any proceeds from Company borrowings (including but not limited
to margin debt, bank debt or other corporate debt) into investments with the
objective of achieving high risk-adjusted returns.
We may
pursue investments in the form of acquisitions (including product lines) where
we believe attractive returns can be obtained. Further, we may determine under
certain market conditions that available capital is best utilized to fund
investments we believe offer the Company attractive return opportunities
whether or not related to our ongoing business activities. These
investments may include significant and highly concentrated direct investments
with respect to the equity securities of public companies. Any such investments
will involve risk, and stockholders should recognize that our balance sheet may
change depending on the performance of investments. Furthermore, such
investments could be subject to volatility that may affect both the recorded
value of the investments as well as our periodic earnings.
Pursuant
to a resolution of our Board of Directors, all investment and other capital
allocation decisions are made for the Company by an investment committee
consisting of two independent directors and our CEO/CFO.
Item
15. Exhibits and Financial Statements Schedules
The
following exhibits are filed with this report.
31.1
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Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
O.
I. CORPORATION
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/s/ J. Bruce Lancaster
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Date:
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November 13, 2009
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By:
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J. Bruce Lancaster
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Chief
Executive Officer and
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Chief
Financial
Officer
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