425 1 d8k.htm FORM 8-K 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): October 18, 2005

 


 

ROANOKE ELECTRIC STEEL CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Virginia   0-2389   54-0585263

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)   (I.R.S. Employer Identification Number)

 

 

102 Westside Boulevard, NW

Roanoke, Virginia

  24017
(Address of principal executive offices)   (Zip Code)

 

(540) 342-1831

(Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

x Written communication 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-12(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 October 18, 2005, Roanoke Electric Steel Corporation issued a news release announcing the execution of a definitive agreement of merger with Steel Dynamics, Inc. A copy of the news release is attached to this report as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following are filed as Exhibits to this Report.

 

Exhibit No.

  

Description of Exhibit


99.1    News release issued October 18, 2005 (FILED HEREWITH)


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.

 

ROANOKE ELECTRIC STEEL CORPORATION
By:  

/s/ Donald G. Smith


   

Donald G. Smith

Chairman and Chief Executive Officer

Dated: October 18, 2005


EXHIBIT INDEX

 

Exhibit No.

  

Description of Exhibit


99.1    News release issued October 18, 2005 (FILED HEREWITH)