-----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, QEow/5+UOJtek7uYLItIer8M4CMo3HNnL2o4tZ/Kx12eRzVuNbs8Q7I8Xjpis1WS ke9KKIOgrFcb4SMu5j2hrA== 0001181431-08-004597.txt : 20080122 0001181431-08-004597.hdr.sgml : 20080121 20080122094021 ACCESSION NUMBER: 0001181431-08-004597 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080119 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080122 DATE AS OF CHANGE: 20080122 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-06511 FILM NUMBER: 08540398 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 8-K 1 rrd191145.htm Prepared By R.R. Donnelley Financial -- Form 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):  01/19/2008
 
O.I. CORPORATION
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-6511
 
Oklahoma
  
73-0728053
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
151 Graham Road
P.O. Box 9010
College Station, TX 77842
(Address of principal executive offices, including zip code)
 
(979) 690-1711
(Registrant’s telephone number, including area code)
 
(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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On January 19, 2008, the Board of Directors of OI Corporation (the "Company") amended Section 2 of Article III of the Company's Bylaws to provide that the number of directors that shall constitute the whole Board of Directors (the "Board") shall be determined from time to time by a vote of a majority of the Board. Prior to this amendment, the number of directors was set at nine directors, provided that the size of the Board could be increased to as many as 13 or decreased to as few as three with the approval of 80% or more of the members of the Board. Each director shall continue to be elected annually by the Company's shareholders and shall hold office until his or her successor shall be elected and qualified at an appropriate annual meeting of the Company's shareholders.

The amendment to the Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

Exhibit 3.1        Text of Amendment to Section 2 of Article III of the Company's Bylaws as adopted January 19, 2008.

 

 

Signature(s)
 
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.
 
      
 
O.I. CORPORATION
 
 
Date: January 22, 2008
     
By:
 
/s/    J. Bruce Lancaster
               
J. Bruce Lancaster
               
Chief Executive Officer & Chief Financial Officer
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-3.1
  
Text of Amendment to Section 2 of Article III of the Company's Bylaws as adopted January 19, 2008.
EX-3.1 2 rrd191145_22979.htm TEXT OF AMENDMENT TO SECTION 2 OF ARTICLE III OF THE COMPANY'S BYLAWS AS ADOPTED JANUARY 19, 2008. Exhibit 3

Exhibit 3.1

O.I. Corporation

Amendment to Bylaws of O.I. Corporation

The Bylaws of O.I. Corporation, an Oklahoma Corporation, are hereby amended as follows:

1. Section 2 of Article III is hereby amended in its entirety to read as follows:

The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by the Board of Directors (provided that no decrease in the number of directors which would have the effect of shortening the term of an incumbent director may be made by the Board of Directors), provided that the number of directors shall be not less than one (1). Each director shall be elected annually by the shareholders and shall hold office until his successor shall be elected and qualified at an appropriate annual meeting of the shareholders. Subject to any limitations specified by law or in the Articles of Incorporation, the number of Directors to stand for election shall be determined by a vote of the majority of the members of the Board.

******

Adopted by the Board of Directors on

January 19, 2008

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