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
Date of Report (Date of earliest event reported): January 21, 1999
ZEMEX CORPORATION
(Exact name of registrant as specified in its charter)
CANADA 1-228 NONE
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Canada Trust Tower, BCE Place
161 Bay Street, Suite 3750
TORONTO, ONTARIO, CANADA M5J 2S1
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (416) 365-8080
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ITEM 5. OTHER EVENTS.
At a special meeting of the shareholders of Zemex Corporation, a Delaware
corporation ("Zemex"), held on Friday, January 15, 1999, holders of a majority
of the outstanding shares of Zemex common stock approved an Agreement and Plan
of Merger among Zemex, Zemex Canada Corporation, a Canadian corporation ("Zemex
Canada"), and Zemex Acquisition Corporation, a Delaware corporation and a
wholly-owned subsidiary of Zemex Canada ("Mergeco"). Effective January 21, 1999,
pursuant to the Agreement and Plan of Merger and the General Corporation Law of
Delaware, Mergeco merged with and into Zemex with Zemex continuing as the
surviving corporation (the "Merger"). As a result of the Merger, Zemex became a
wholly-owned subsidiary of Zemex Canada.
In the Merger, each outstanding share of Zemex common stock was converted
into a share of Zemex Canada. Effective January 19, 1999, Zemex Canada
Corporation changed its name to Zemex Corporation, and in the Merger, Zemex
changed it name to Zemex U.S. Corporation. Approximately 8,707,796 common shares
of Zemex were exchanged in the Merger.
Zemex Canada filed a Registration Statement on Form S-4 under the
Securities Act of 1933 (No. 333-65307, declared effective December 10, 1998)
(the "Registration Statement"), registering the shares of Zemex Canada issued in
the Merger. The Registration Statement also constituted a proxy statement for
Zemex in its solicitation of approval of the Merger.
Reference is made to the Proxy Statement/Prospectus included in the
Registration Statement for additional information about the Merger.
Zemex common shares were registered pursuant to Section 12(b) of the
Exchange Act, and were listed on the New York Stock Exchange. Pursuant to Rule
12g-3(a) under the Securities Exchange Act of 1934 (the "Exchange Act"), Zemex
Canada is a successor to Zemex and the Zemex Canada common shares are deemed to
be registered under Section 12(b) of the Exchange Act and are listed on the New
York Stock Exchange. In addition, effective in early February 1999, the Zemex
Canada Common Shares will be listed on The Toronto Stock Exchange.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Agreement and Plan of Merger By and Among Zemex Canada
Corporation, Zemex Acquisition Corporation, and Zemex
Corporation. (Incorporated by reference to Annex A of the Proxy
Statement/Prospectus included in the Registration Statement on
Form S-4 of Zemex Canada (Reg. No. 333-65307))
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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.
ZEMEX CORPORATION
(Registrant)
Date: January 22, 1999 By: /S/ALLEN J. PALMIERE
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Name: Allen J. Palmiere
Title: Vice President and Chief Financial
Officer
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EXHIBIT INDEX
Exhibit
NO. DESCRIPTION
99.1 Agreement and Plan of Merger By and Among Zemex Canada Corporation,
Zemex Acquisition Corporation, and Zemex Corporation (incorporated
by reference to Annex A to the Proxy Statement/Prospectus in the
Registration Statement on Form S-4 of Zemex Corporation (No.
333-65307)).
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