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): November 27, 2012

Robbins & Myers, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	001-13651	31-0424220
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
10586 Highway 75 North, Willis, TX		77378
(Address of principal executive offices)		(Zip code)

936-890-1064

(Registrant’s telephone number including area code)

Not applicable

(Former name and 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ 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 5.08 Shareholder Director Nominations.

On November 27, 2012, the Board of Directors of Robbins & Myers, Inc. (the “Company”) scheduled the Company’s 2013 annual meeting of shareholders for March 26, 2013, which is more than 30 calendar days from the date of its previous annual meeting held on January 5, 2012. In accordance with the Company’s Code of Regulations, nominations for director may only be made by the Board of Directors (or an authorized Board committee) or a shareholder entitled to vote who sends notice of the nomination to the Company’s Corporate Secretary at Robbins & Myers, Inc., 10586 Highway 75 North, Willis, Texas 77378, not fewer than 50 nor more than 75 days prior to the meeting date. Such notice is required to contain certain information specified in the Company’s Code of Regulations. For a nominee of a shareholder to be eligible for election at the annual meeting to be held on March 26, 2013, the shareholder’s notice of nomination must be received by the Company’s Corporate Secretary between January 10, 2013 and February 4, 2013.

As previously reported, the Company entered into an Agreement and Plan of Merger with National Oilwell Varco, Inc., pursuant to which the Company will become a wholly-owned subsidiary of National Oilwell Varco. The parties continue to target a fourth quarter 2012 closing of the merger; however, the closing is subject to certain closing conditions, including the approval of Robbins & Myers’ shareholders and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the closing could slip into 2013.

Item 8.01 Other Events.

On November 27, 2012, the Company issued a press release announcing that (i) it and National Oilwell Varco each have certified substantial compliance with the U.S. Department of Justice’s request for information (commonly called a “second request”) pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed merger transaction in which National Oilwell Varco would acquire all of the outstanding shares of the Company for $60.00 per share in cash, and (ii) it has delayed its 2013 annual meeting of shareholders to March 26, 2013.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits – See Index to Exhibits

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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.

	ROBBINS & MYERS, INC.
November 27, 2012	By:	/s/ Peter C. Wallace
		Name: Peter C. Wallace
		Title: President and Chief Executive Officer

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INDEX TO EXHIBITS

99 ADDITIONAL EXHIBITS

99.1 Press Release of Robbins & Myers, Inc. dated November 27, 2012.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Robbins & Myers Certifies Substantial Compliance with Second Request in Connection with NOV Merger

Houston, Texas – November 27, 2012 Robbins & Myers, Inc. (NYSE: RBN) announced today that it and National Oilwell Varco, Inc. have certified substantial compliance with the U.S. Department of Justice’s request for information (commonly called a “second request”) pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), in connection with the proposed merger transaction in which National Oilwell Varco, Inc. would acquire all of the outstanding shares of Robbins & Myers for $60.00 per share in cash. Pursuant to the HSR Act, the premerger waiting period will expire at 11:59 p.m., Eastern Time, on December 27, 2012 (which is thirty days after the certification of substantial compliance), absent a challenge by the U.S. Department of Justice.

Robbins & Myers also announced today that it is delaying its 2013 annual meeting of shareholders to March 26, 2013.

About Robbins & Myers

Robbins & Myers, Inc. is a leading supplier of engineered, application-critical equipment and systems in global energy, chemical and other industrial markets.

Forward-Looking Statements

Statements set forth in this press release that are not historical facts are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of Robbins & Myers, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. These risks and uncertainties include, but are not limited to: the failure of the Robbins & Myers’ shareholders to approve the merger; satisfaction of the conditions to the closing of the merger (including the receipt of regulatory approvals and completion of certain compliance due diligence); uncertainties as to the timing of the merger; costs and difficulties relating to the proposed merger; inability to retain key personnel; changes in the demand for or price of oil and/or natural gas; and other important risk factors discussed more fully in Robbins & Myers’ preliminary proxy statement filed with the SEC on August 31, 2012 in connection with the merger, Robbins & Myers’ Annual Report on Form 10-K for the year ended August 31, 2012, its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other reports filed by it with the SEC from time to time (including Robbins & Myers’ final proxy statement relating to the proposed merger). Robbins & Myers does not undertake any obligation to revise or update publicly any forward-looking statements for any reason.

Additional Information and Where to Find It

In connection with the proposed merger, Robbins & Myers filed a preliminary proxy statement with the SEC on August 31, 2012 and may file other relevant materials with the SEC as well. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER (INCLUDING THE FINAL

PROXY STATEMENT) WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT ROBBINS & MYERS AND THE PROPOSED MERGER. The final proxy statement will be mailed to Robbins & Myers’ shareholders. Investors and security holders may obtain a free copy of the proxy statement (when it is available) and other documents containing information about Robbins & Myers, without charge, at the SEC’s web site at www.sec.gov. Copies of Robbins & Myers’ SEC filings also may be obtained for free by directing a request to Robbins & Myers, Inc., 10586 Highway 75 North, Willis, Texas 77378, 1 (936) 890-1064.

Participants in the Solicitation

Robbins & Myers, National Oilwell Varco, and certain of their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Robbins & Myers’ shareholders in connection with the proposed merger. Information about Robbins & Myers’ directors and executive officers and the special interests of these persons in connection with the proposed merger can be found in the preliminary proxy statement filed by Robbins & Myers with the SEC on August 31, 2012. Information about National Oilwell Varco’s directors and executive officers can be found in National Oilwell Varco’s Annual Report on Form 10-K for its fiscal year ended December 31, 2011, as filed with the SEC on February 23, 2012, and National Oilwell Varco’s proxy statement relating to its 2012 Annual Meeting of Shareholders, as filed with the SEC on April 5, 2012. These documents can be obtained, without charge, at the SEC’s website at www.sec.gov.

CONTACT:	Robbins & Myers, Inc.
	Kevin Brown, (936) 856-9109
	Kevin.Brown@robn.com

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