8-K

 

UNITED STATES
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): May 2, 2007

Milacron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-08485	311062125
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2090 Florence Avenue, Cincinnati, Ohio		45206
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (513) 487-5000

Not Applicable
______________________________________________
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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On May 2, 2007, shareholders of Milacron Inc. (the "Company") approved a 1 - for - 10 reverse stock split of the Company's common stock and 4% preferred stock. The Company's News Release issued May 3, 2007 is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 News Release issued by Milacron Inc. May 3, 2007.

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.

	Milacron Inc.
May 7, 2007	By:	Hugh C. O'Donnell
		Name: Hugh C. O'Donnell
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	News Release of Milacron Inc. issued May 3, 2007

EX-99.1

News Release

Milacron Shareholders Approve
1-for-10 Reverse Stock Split

CINCINNATI, Ohio – May 3, 2007...Shareholders of Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-processing technologies and industrial fluids, voted yesterday at the annual meeting to approve a 1-for-10 reverse stock split of both the company’s common stock and 4% preferred stock.

Currently Milacron has approximately 56 million shares of common stock outstanding. Upon completion of the reverse stock split, the company will have approximately 5.6 million common shares outstanding. Including Milacron’s 6% convertible preferred stock on an “as converted” basis, Milacron has approximately 113 million fully diluted shares, which will become approximately 11.3 million shares. There are 60,000 shares of 4% preferred stock outstanding, which will become 6,000 shares. Common stockholders otherwise entitled to receive fractional shares as a result of the reverse stock split will receive a cash payment in lieu thereof. Fractional shares of Milacron’s 4% preferred stock will be issued to qualified holders.

The purpose of the reverse stock split is to increase the market price of Milacron’s common shares in order to comply with the minimum share price rule of the New York Stock Exchange. It will likely take up to two weeks to complete the necessary filings to effect the split.

At the annual meeting, shareholderselected Donald R. McIlnay, senior vice president, president Industrial Tools Group and Emerging Markets of The Stanley Works, a director to a three-year term. The following directors, nominated by Glencore Finance AG, the majority holder of Series B 6% preferred stock, were elected: Steven N. Isaacs, chairman and managing director of Glencore; Mark R. Jacobson, managing partner of Ethemba Capital LLP; Eric Schneider, president and chief executive officer of Redwood Custom Communications Inc.; Thomas T. Thompson, former managing director and partner of Imperial Capital; and Brent C. Williams, managing director of Chanin Capital. In addition, shareholders ratified the appointment of Ernst & Young LLP as independent auditors of the company for fiscal year 2007.

Final, certified vote counts will be posted on Milacron’s website as soon as they are available and will be included in the company’s 10-Q filing for the second quarter.

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First incorporated in 1884, Milacron is a leading global supplier of plastics-processing technologies and industrial fluids, with major manufacturing facilities in North America, Europe and Asia.  For further information, visit www.milacron.com or call the toll-free investor line: 800-909-MILA (800-909-6452).

The forward-looking statements above by their nature involve risks and uncertainties that could significantly impact operations, markets, products and expected results. For further information please refer to the Cautionary Statement included in the company’s most recent Form 10-K on file with the Securities and Exchange Commission.

Contact: Al Beaupre 513-487-5918 albert.beaupre@milacron.com

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