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 20, 2008

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 20, 2008, the New York Stock Exchange (the "NYSE") notified the Company that the NYSE will be removing the Company’s Common Stock from the list of issuers traded on the NYSE in view of the fact that the Company will be moving its Common Stock to the over-the-counter market on May 27, 2008. The Company does not presently meet the NYSE’s continued listing standard regarding average global market capitalization over a consecutive 30 trading day period of not less than $75 million and total stockholders’ equity of not less than $75 million. The Company was operating under an NYSE-approved plan.

The company's News Release issued May 20, 2008 is attached hereto as Exhibit 99.1.

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 22, 2008	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	Milacron news release issued May 20, 2008.

EX-99.1

News Release

Milacron Common Stock to Move to OTC Trading

______________________

Company Focuses on Building Long-Term Shareholder Value

CINCINNATI, OHIO, May 20, 2008...Milacron Inc. (NYSE: MZ), a leading global supplier of plastics-processing technologies and industrial fluids, announced today that its common stock will be quoted on over-the-counter markets beginning Tuesday, May 27. The company expects its stock to continue to be actively traded in one of the premium tiers of the Pink Sheets and is taking appropriate steps to be quoted on the OTC Bulletin Board as well. The move from the New York Stock Exchange to OTC markets is due to the company’s currently low market capitalization.

“As we emphasized at our annual meeting of shareholders earlier this month, our focus is on building long-term shareholder value,” said Ronald D. Brown, Milacron chairman, president and chief executive officer. “We continue to improve our operating results and dedicate resources to developing new products, expanding in emerging growth markets and reducing our fixed cost structure in North America and Western Europe. We fully expect these investments to continue to build shareholder value in the long run.”

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-Q on file with the Securities and Exchange Commission.

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 Milacron’s toll-free investor line: (800) 909-6452.

Contact: Al Beaupré (513) 487-5918 albert.beaupre@milacron.com

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