SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
April 26, 1999 (April 20, 1999)
METATEC CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-9220 59-1698890
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
7001 Metatec Boulevard, Dublin, Ohio 43017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (614) 761-2000
No Change
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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At the annual meeting of shareholders on April 20, 1999, the
shareholders of Metatec Corporation, a Florida corporation (the "Registrant"),
voted to approve a proposal to change the Registrant's state of incorporation
from Florida to Ohio through a merger of the Registrant with and into Metatec
International, Inc., an Ohio corporation ("Metatec International") and a wholly
owned subsidiary of the Registrant.
The merger of the Registrant with Metatec International will become
effective on April 30, 1999, at 11:59 p.m. EDST. At that time, the Registrant
will become an Ohio corporation and its name will change to "Metatec
International, Inc." These changes will have no effect on the Registrant's
business, its assets or liabilities, or any of its employee benefit plans. Nor
will these changes have any effect on the location of the Registrant's
headquarters or its other facilities or on the directors, officers, and
employees of the Registrant. The Registrant's shareholders will not need to
surrender any certificates representing shares of the Registrant's common stock
because, when the merger becomes effective, all of these certificates will
automatically represent an equal number of common shares, without par value, of
Metatec International.
The common shares, without par value, of Metatec International, Inc.
are deemed to be registered under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), pursuant to the provisions of Rule
12g-3(a) of the 1934 Act.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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Exhibit
No. Description of Exhibit
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2 The Agreement and Plan of Merger and Reorganization dated as of March 8,
1999 between Metatec Corporation, a Florida corporation, and Metatec
International, Inc., an Ohio corporation, was attached as Appendix C to the
Registrant's proxy statement, which was filed with the Securities and Exchange
Commission on March 22, 1999 and is incorporated herein by reference.
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.
METATEC CORPORATION
Date: April 26, 1999 By /s/ Julia A. Pollner
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Julia A. Pollner
Senior Vice President, Finance
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EXHIBIT INDEX
Exhibit
No. Description of Exhibit
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2 The Agreement and Plan of Merger and Reorganization dated as of March 8, 1999
between Metatec Corporation, a Florida corporation, and Metatec International,
Inc., an Ohio corporation, was attached as Appendix C to the Registrant's proxy
statement, which was filed with the Securities and Exchange Commission on March
22, 1999 and is incorporated herein by reference.
