<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number 0-6511.
O. I. CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-0728053
(State of Incorporation) (IRS Employer Identification No.)
151 GRAHAM ROAD, BOX 9010
COLLEGE STATION, TEXAS 77842-9010
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (409) 690-1711
Securities Registered Pursuant to Section 12(b) of the Act: NONE
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock
------------------
(Title of class)
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 X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
---
The aggregate market value of the voting stock (based upon the February 27,
1998 average of the high and low trade prices of these shares from the National
Association of Securities Dealers) of O.I. Corporation held by non-affiliates
was approximately $14,126,508.
Number of shares outstanding of each of the issuer's classes of common stock,
as of February 27, 1998: 3,808,638 shares.
Item 9 and Part III information are incorporated by reference to the proxy
statement for the annual meeting of shareholders to be held May 11, 1998.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, their ages, positions, and offices, as
of February 28, 1998, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION DATE ELECTED TO POSITION
---- --- -------- ------------------------
<S> <C> <C> <C>
William W. Botts 55 President, Chief Executive Officer and 1985
Chairman of the Board 1986
Mark G. Whiteman 44 Vice President/General Manager 1997
Jane A. Smith 49 Vice President/Corporate Secretary 1990
</TABLE>
Prior to joining the Company, William W. Botts was Executive Vice President and
Chief Operating Officer of The Brandt Company, a privately owned oil field
service company headquartered in Houston, Texas, which was sold to TRW, Inc. in
August 1982. He was named Vice President and General Manager of the Brandt
Division of TRW Inc., a position he held until he joined the Company as
President and Chief Operating Officer on February 1, 1985. Mr. Botts was named
Chief Executive Officer of the Company on July 19, 1985, and Chairman of the
Board of Directors of the Company on May 26, 1986.
Mark G. Whiteman was employed by the Company in March 1997 as Vice
President/General Manager of OI Analytical. He was employed by Scott Specialty
Gases as Eastern Region Vice President/General Manager from 1994 to 1997. Prior
to that he was employed with E.I. DuPont for 19 years where he held a variety
of management positions.
Gary D. Sides, Ph.D., resigned from his position as Vice President of the
Company effective March 31, 1998 to pursue another business opportunity. Dr.
Sides was the founder of CMS.
Jane A. Smith has been employed with the Company since 1973. She was named
Assistant Corporate Secretary in 1976 and Corporate Secretary in 1986. On May
22, 1990, Mrs. Smith was named Vice President/Corporate Secretary.
ENVIRONMENTAL REGULATIONS
The Company believes it is in compliance with federal, state, and local laws
and regulations involving the protection of the environment. The Company
routinely handles small amounts of materials that may be deemed hazardous.
Hazardous materials are primarily introduced into the Company's products by end
users rather than by the Company. The Company believes there will be no
material effect upon its capital expenditures, earnings, and competitive
position caused by its compliance with federal, state, or local provisions
regulating the discharge of materials into the environment or relating to the
protection of the environment.
SOURCES OF RAW MATERIALS
The Company produces its products from raw materials, component parts, and
other supplies that are generally available from a number of different sources.
The Company has few long-term contracts with suppliers. For certain purchased
materials, the Company has developed preferred sources on the basis of quality
and service.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
O. I. CORPORATION
/s/ William W. Botts
--------------------------------
Date: March 23, 1998 By: William W. Botts
----------------------------- President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William W. Botts President, Chief Executive Officer, March 23, 1998
- -------------------------------- -----------------------
William W. Botts Director and Principal Financial Officer
/s/ Julie A. Wright Controller, Principal Accounting Officer March 23, 1998
- --------------------------------- -----------------------
Julie A. Wright
/s/ Jack S. Anderson Director March 12, 1998
- -------------------------------- -----------------------
Jack S. Anderson
/s/ J. Lester Heath, Jr. Director March 12, 1998
- --------------------------------- -----------------------
J. Lester Heath, Jr.
/s/ Edwin B. King Director March 12, 1998
- -------------------------------- -----------------------
Edwin B. King
/s/ Craig R. Whited Director March 12, 1998
- -------------------------------- -----------------------
Craig R. Whited
</TABLE>
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