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): April 28, 2010
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
001-08327
(Commission
File
Number)
|
76-0566682
(I.R.S.
Employer
Identification
No.)
|
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices and zip code)
(713)
351-4100
(Registrant’s
telephone number, including area code)
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):
þ
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
5.07 Submission
of Matters to a Vote of Security Holders
On
December 2, 2009, ICO, Inc., a Texas corporation (the “Company”), A. Schulman,
Inc., a Delaware corporation (“A. Schulman”), and Wildcat Spider, LLC (now known
as ICO-Schulman, LLC), a Texas limited liability company and direct wholly owned
subsidiary of A. Schulman (“Merger Sub”), entered into a definitive Agreement
and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of
the Merger Agreement and subject to the conditions set forth therein, the
Company will merge with and into Merger Sub with Merger Sub surviving as a
wholly owned subsidiary of A. Schulman (the “Merger”).
The
Company held a special meeting of shareholders on April 28, 2010 (i) to approve
the Merger Agreement (the “Merger Proposal”) and (ii) to approve an adjournment
of the special meeting, if necessary, to solicit additional proxies in the event
there are not sufficient votes at the time of the special meeting to approve the
Merger Agreement (the “Adjournment Proposal”). At the special
meeting, the Merger Proposal was approved by holders of the Company’s common
stock with 19,374,732 votes cast “For” the Merger Proposal, 91,004 votes cast
“Against” and 14,209 shares “Abstaining”. The Adjournment Proposal
was approved by holders of the Company’s common stock with 18,551,218 votes cast
“For” the Adjournment Proposal, 920,419 votes cast “Against” and 8,308 shares
“Abstaining”.
The
Merger Proposal and the Adjournment Proposal are described in detail in the
Company’s proxy statement for the special meeting dated March 25, 2010 and
mailed to shareholders on or about March 29, 2010.
ITEM
8.01 Other
Events
On April
28, 2010, the Company issued a press release announcing that the Company’s
shareholders at a special meeting of shareholders voted on and approved the
proposed merger with A. Schulman, Inc. A copy of the press release is
attached herewith as Exhibit 99.1 and incorporated herein by
reference.
On April
30, 2010, the Company and Merger Sub intend to file a certificate of merger with
the Secretary of State of the State of Texas, which will complete the
Merger. The Company also intends to file with the Securities and
Exchange Commission a certification on Form 15 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), requesting that the Company’s Common
Stock be deregistered and that the Company’s reporting obligations under the
Exchange Act be suspended.
ITEM
9.01 Financial
Statements and Exhibits
(d)
Exhibits
. The
following is filed as an exhibit to this Current Report on Form
8-K:
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Exhibit
Number
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Description of Exhibit
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|
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99.1
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Press
Release dated April 28, 2010
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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.
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ICO,
INC.
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|
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Date: April
28, 2010
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By:
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/s/
Bradley T. Leuschner
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Name:
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Bradley
T. Leuschner
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|
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Title:
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Chief
Financial Officer and
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Treasurer
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