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 15, 1999
ZEMEX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-228 13-5496920
(State or other jurisdiction (Commission (IRS Employee
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) (Zip 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"). It is expected that the
merger will be effective January 21, 1999, on which date the Certificate of
Merger will be filed in Delaware. In the merger, Mergeco will merge with and
into Zemex with Zemex continuing as the surviving corporation (the "Merger"). In
the Merger, each outstanding share of Zemex common stock will be converted into
a share of Zemex Canada.
Taxable gain, if any, on Zemex common shares for U.S. shareholders will be
measured at the effective date of the merger, rather than the date of the
shareholder's meeting. Any U.S. person who purchases Zemex common shares after
the date of the shareholder's meeting and prior to the effective date of the
merger will be subject to taxable gain in the Merger on any increase in the
value of the shares between the date of purchase and the effective date of the
Merger.
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 19, 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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