-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D9UZSil7jlcW4x17g7tsLgp3gLbBA7M4gIdfpa0TVhXSoGgoo+0SlxolMyXENkbX NyjmyCC6ZCsMZdXBuWlUfQ== 0001144204-07-049399.txt : 20070914 0001144204-07-049399.hdr.sgml : 20070914 20070914121731 ACCESSION NUMBER: 0001144204-07-049399 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070914 DATE AS OF CHANGE: 20070914 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOTTS WILLIAM W CENTRAL INDEX KEY: 0000904677 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 4096901711 MAIL ADDRESS: STREET 1: P O BOX 9010 CITY: COLLEGE STATION STATE: TX ZIP: 77842-9010 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OI CORP CENTRAL INDEX KEY: 0000073773 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 730728053 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12948 FILM NUMBER: 071117045 BUSINESS ADDRESS: STREET 1: P O BOX 9010 STREET 2: 151 GRAHAM RD CITY: COLLEGE STATION STATE: TX ZIP: 778429010 BUSINESS PHONE: 4096901711 MAIL ADDRESS: STREET 1: 151 GRAHAM RD STREET 2: P O BOX 9010 CITY: COLLEGE STATION STATE: TX ZIP: 77842-9010 FORMER COMPANY: FORMER CONFORMED NAME: OCEANOGRAPHY INTERNATIONAL CORP DATE OF NAME CHANGE: 19801205 SC 13D/A 1 v087758_sc13da.txt ---------------------------- OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response......14.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* O.I. Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 670841-10-5 (CUSIP Number) Bruce Lancaster P.O. Box 9010 College Station, Texas 77842-9010 (979) 690-1711 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 10, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. [NONE] - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). William W. Botts - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions). (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3. SEC Use Only. - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions). OO - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization. United States of America - -------------------------------------------------------------------------------- NUMBER OF 7. Sole Voting Power. 91,188 SHARES -------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power. 0 OWNED BY -------------------------------------------------------------- EACH 9. Sole Dispositive Power 91,188 REPORTING -------------------------------------------------------------- PERSON WITH: 10. Shared Dispositive Power. 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person. 91,188 - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11). 3.1% (1) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions). IN - -------------------------------------------------------------------------------- (1) Based on 2,920,824 shares of the Issuer's Common Stock issued and outstanding as of August 2, 2007, as reported on the Issuer's Form 10-QSB as filed with the Securities and Exchange Commission on August 14, 2007. ITEM 1. SECURITY AND ISSUER. No change. ITEM 2. IDENTITY AND BACKGROUND. This Item 2 is amended and restated in its entirety as follows: (a) Name. William W. Botts. (b) Residence or Business Address. The residential address of the Reporting Person is 100 Lee Avenue, College Station, Texas, 77840. (c) Principal Occupation and Business Address. The Reporting Person is a business consultant for the Botts Company. The principal business address of the Botts Company is 100 Lee Avenue, College Station, Texas, 77840. (d) Five Year Criminal Proceedings History. The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Five Year Civil Proceedings History. The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. (f) Citizenship. United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Securities were not purchased. The Reporting Person acquired the shares disposed of through exercises of stock options granted to him under the Issuer's Stock Option Plans. ITEM 4. PURPOSE OF TRANSACTION. This Item 4 is amended and restated in its entirety as follows: On June 10, 2005, the Reporting Person sold 4,600 shares of the Issuer's Common Stock in the open market. On April 17, 2007, the Reporting Person used 14,190 shares of Common Stock to purchase an aggregate of 39,000 shares of Common Stock upon the exercise of stock options. On June 21, 2007, the Reporting Person sold 9,500 shares of the Issuer's Common Stock in the open market. On June 29, 2007, the Reporting Person sold 896 shares of the Issuer's Common Stock in the open market. On July 2, 2007, the Reporting Person sold 420 shares of the Issuer's Common Stock in the open market. On July 3, 2007, the Reporting Person sold 5,000 shares of the Issuer's Common Stock in the open market. On July 5, 2007, the Reporting Person sold 961 shares of the Issuer's Common Stock in the open market. On July 6, 2007, the Reporting Person sold 2,000 shares of the Issuer's Common Stock in the open market. On July 16, 2007, the Reporting Person sold 2,000 shares of the Issuer's Common Stock in the open market. On July 18, 2007, the Reporting Person sold 1,000 shares of the Issuer's Common Stock in the open market. On July 19, 2007, the Reporting Person sold 1,507 shares of the Issuer's Common Stock in the open market. On July 20, 2007, the Reporting Person sold 500 shares of the Issuer's Common Stock in the open market. On July 25, 2007, the Reporting Person sold 2,500 shares of the Issuer's Common Stock in the open market. On July 31, 2007, the Reporting Person sold 1,000 shares of the Issuer's Common Stock in the open market. On August 2, 2007, the Reporting Person sold 967 shares of the Issuer's Common Stock in the open market. On August 6, 2007, the Reporting Person sold 201 shares of the Issuer's Common Stock in the open market. On September 13, 2007 (the "Closing Date"), the Reporting Person sold 170,345 shares of the Issuer's Common Stock to American International Industries, Inc. ("AMIN") in exchange for One Million Dollars ($1,000,000) and 240,000 restricted shares of AMIN common stock ("AMIN Stock"), in a privately negotiated transaction (the "Stock Transaction"). Pursuant to the Stock Transaction, the Reporting Person entered into a Stock Purchase Agreement ("Purchase Agreement") and Registration Rights Agreement with AMIN whereby AMIN agreed to provide "piggy-back" registration rights to the Reporting Person to register the AMIN Stock. As well, under the Purchase Agreement, AMIN agreed to repurchase, for a period of time commencing on the first anniversary of the Closing Date until the fourth anniversary of the Closing Date, the AMIN Stock from the Reporting Person or his estate at a purchase price of $5.00 per share, subject to adjustment in the event of any stock splits or stock dividends, but excluding the impending 20% stock dividend as announced by AMIN on May 17, 2007 and payable on September 17, 2007. Other than as described as described in this Item 4, the Reporting Person does not have any current plan or proposal that relates to or would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, the Reporting Person may be deemed to beneficially own an aggregate of 91,188 shares of the Issuer's Common Stock, representing approximately 3.1% of the issued and outstanding shares of the Issuer's Common Stock as of August 2, 2007. (b) The Reporting Person has sole voting power and sole power to dispose of 91,188 shares of the Issuer's Common Stock. The Reporting Person does not share voting power nor does he share any power to dispose of any of his shares of the Issuer's Common Stock. (c) Item 4 is incorporated herein by reference. (d) Not applicable. (e) After the Closing Date of the Stock Transaction, the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 4 is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Power of Attorney for William H. Botts SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: September 14, 2007 /s/ Peter Talosig - ----------------- Peter Talosig, Attorney-in-fact EXHIBIT INDEX Exhibit 1 Power of Attorney for William H. Botts EX-99.1 2 v087758_ex99-1.txt POWER OF ATTORNEY For Executing Section 16 Forms, Form 144 and Schedule 13D or 13G Know all by these presents, that the undersigned hereby constitutes and appoints Peter Talosig of Locke Liddell & Sapp PLLC, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, (b) Form 144, and (c) Schedule 13D or Schedule 13G (including amendments thereto); (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 and 5 (including amendments thereto), Form 144, and Schedule 13D or Schedule 13G (including amendments thereto) and timely file such Forms or schedules with the Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority; and (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. The undersigned agrees that such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by the undersigned to such attorney-in fact for purposes of executing, acknowledging, delivering or filing Section 16 Forms (including amendments thereto), Form 144 and Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action. This Power of Attorney shall remain in full force and effect until September 13, 2010. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. /s/ William W. Botts Date: September 13, 2007 - -------------------- William W. Botts -----END PRIVACY-ENHANCED MESSAGE-----