-----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, FI4YYMLwxsEpKfkMGvRG3FwFfr/c8btcMZwmTv8m8gpDp9MPjdDL6PAEmJaKizfE n6co2dPCPiojkmoAQAbY5Q== 0000950152-08-004404.txt : 20080604 0000950152-08-004404.hdr.sgml : 20080604 20080604085649 ACCESSION NUMBER: 0000950152-08-004404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080529 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080604 DATE AS OF CHANGE: 20080604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RTI INTERNATIONAL METALS INC CENTRAL INDEX KEY: 0001068717 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 522115953 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14437 FILM NUMBER: 08879223 BUSINESS ADDRESS: STREET 1: 1000 WARREN AVE CITY: NILES STATE: OH ZIP: 44446 BUSINESS PHONE: 2165447700 MAIL ADDRESS: STREET 1: 1000 WARREN AVE CITY: NILES STATE: OH ZIP: 44446 8-K 1 l31906ae8vk.htm RTI INTERNATIONAL METALS, INC. 8-K RTI International Metals, Inc. 8-K
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 29, 2008
RTI International Metals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ohio
(State or Other Jurisdiction of Incorporation)
     
001-14437   52-2115953
 
(Commission File Number)   (IRS Employer Identification No.)
     
Westpointe Corporate Center One, 5th Floor
1550 Coraopolis Heights Road
Pittsburgh, Pennsylvania
  15108-2973
 
(Address of Principal Executive Offices)   (Zip Code)
(412) 893-0026
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
     (d) On May 29, 2008, the Board of Directors (the “Board”) of RTI International Metals, Inc. (the “Company”) voted to increase the authorized number of directors constituting the entire Board from ten (10) to eleven (11) directors and elected Bryan T. Moss to serve on the Board, effective June 1, 2008. The Board considers Mr. Moss to be an independent director under applicable New York Stock Exchange listing requirements.
     Mr. Moss served as President Emeritus of Gulfstream Aerospace (a subsidiary of General Dynamics Corporation) from April 2007 until his retirement in March 2008, and prior to that served for four years as President of Gulfstream Aerospace and Executive Vice President, Aerospace Group, General Dynamics Corporation. Mr. Moss is currently serving as a consultant to General Dynamics, and is a member of the International Board of the U.S./Middle East Project, and has served on the U.S.-Japan Business Council, the U.S.-China Business Council and the U.S.-Hong Kong Business Council. He is also a member of the Georgia Tech Advisory Board.
     There were no arrangements or understandings between Mr. Moss and any other person pursuant to his election as a director, and there are and have been no transactions since the beginning of the Company’s last fiscal year, or currently proposed, regarding Mr. Moss that are required to be disclosed by Item 404(a) of Regulation S-K. Upon joining the Board, Mr. Moss will become a party to the Company’s form indemnification agreement for directors and executive officers, a copy of which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007.
     The Company issued a press release dated May 29, 2008, announcing the election of Mr. Moss to the Board. The press release is set forth in its entirety and filed as Exhibit 99.1 to this Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
     (c) Exhibits. The following exhibits are being filed pursuant to Item 601 of Regulation S-K and General Instruction B2 to this Form 8-K:
     
Exhibit No.
  Description
 
   
99.1
  Press Release dated May 29, 2008

 


 

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 thereunto duly authorized.
           
    RTI INTERNATIONAL METALS, INC.
 
       
 
       
Date: June 4, 2008
  By:   /s/ Chad Whalen
 
       
 
  Name:   Chad Whalen
 
  Title:   Vice President and General Counsel

 

EX-99.1 2 l31906aexv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
     
FOR IMMEDIATE RELEASE
May 29, 2008
  Contact:
Richard E. Leone
Manager — Investor Relations
rleone@rtiintl.com
330-544-7622
RTI INTERNATIONAL METALS ELECTS NEW BOARD MEMBER
     Pittsburgh, Pennsylvania — RTI International Metals, Inc., (NYSE: RTI), a leading supplier of titanium products and services, today announced the appointment of Bryan Moss to its board of directors, effective June 2, 2008.
     Mr. Moss served as President Emeritus of Gulfstream Aerospace until March 31, 2008. He was President of Gulfstream Aerospace and Executive Vice President for General Dynamics Corporation’s Aerospace Group from 2003 to 2007. Prior to this, Mr. Moss served as Vice Chairman at Gulfstream since he joined the company in March 1995. Currently, he is a consultant with General Dynamics.
     “We are delighted that Bryan has joined RTI’s board, he brings with him over 40 years of expertise in the aerospace industry, as well as a wealth of board level experience,” said Chairman of the Board Robert M. Hernandez. “We are highly confident that Bryan’s experience will add to the caliber of our already strong board of directors and we look forward to working with him to continue to deliver on RTI’s strategic business initiatives to achieve our ongoing goal of enhancing value for all stakeholders.”
     “I am excited to be joining RTI’s board during this period of growth for the Company,” said Bryan Moss. “RTI has long been recognized as a proven industry-leader and is a highly regarded strategic materials supplier to the aerospace sector. I look forward to working with Bob and the rest of the board to help guide the Company’s development in the coming years.”
     Mr. Moss is a recognized aerospace industry leader. In 2007, he was awarded the National Business Aviation Association’s Meritorious Service Award, the association’s highest accolade for service and contributions to the business aviation industry. Mr. Moss has served as chairman of the Associate Member Advisory Council of the National Business Aviation Association (NBAA) and has been a valued member of other aerospace advisory boards.
     Mr. Moss began his career in 1966 at Lockheed-Georgia Company’s engineering administrative group. He later joined Canadair Group, holding senior sales positions from the early to mid-80s. Mr. Moss rose to become president of the Canadair Group of Bombardier Inc.’s Challenger Division in 1989 and was named president of the business aircraft division of Bombardier Aerospace Group in 1992.

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     RTI International Metals®, headquartered in Pittsburgh, Pennsylvania, is a leading U.S. producer of titanium mill products and fabricated metal components for the global market. Through its various subsidiaries, RTI manufactures and distributes titanium and specialty metal mill products, extruded shapes, formed parts and engineered systems for aerospace, industrial, defense, energy, chemical and consumer applications for customers around the world. To learn more about RTI International Metals, Inc., visit our website at www.rtiintl.com.
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