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):  August 20, 2009

____________________

ICO, INC.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation) 0-10068 (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):

¨  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 5.04                      Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

 On August 20, 2009, ICO, Inc. (the “Company”) received prospective notification of suspension of trading in its 401(k) plan as required by section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended.  On August 20, 2009, the Company provided its directors and executive officers notice restricting them from trading in the Company’s common stock during the period that will begin on September 21, 2009 and continue through the week of October 18, 2009 (the “Notice”).  The Notice was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the Notice is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01          Financial Statements and Exhibits.

(c)                               Exhibits

Exhibit                        Description

99.1                             Notice dated August 20, 2009.

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.

	ICO, INC.
Date: August 21, 2009	By:	/s/ A. John Knapp, Jr.
	Name:	A. John Knapp, Jr.
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit                      Description

99.1 Notice dated August 20, 2009.

EX-99.1

 

Memorandum

    To:           Directors and Executive Officers of ICO, Inc.

    From:      Charlotte Fischer Ewart

    Date:       August 20, 2009

    Re:           Notification of Imposition of a Blackout Period Pursuant to Sarbanes-Oxley Section 306(a)

As you know, the ICO 401(k) Plan (“Plan”) will be changing its trustee and its recordkeeper and administrative services provider effective October 1, 2009.  In connection with the change, our current and former employees who participate in the Plan will be temporarily unable to:

·   direct or diversify investments in their Plan accounts (including transfers into or out of the ICO common stock fund);

·   receive distributions from the Plan; and

·   obtain Plan loans.

This short-term period during which participants in the Plan will be unable to exercise these rights will qualify as a “blackout period” under the Sarbanes-Oxley Act of 2002, and therefore will require us also to prohibit ICO’s directors and executive officers from trading in ICO’s common stock during this period.

The blackout period for the Plan is expected to begin on September 21, 2009 and to end the week of October 18, 2009.  You will receive a follow up notice informing you when the blackout period has ended.

During the blackout period, you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of ICO common stock.  For example, you will be prohibited from:

·   transactions in the ICO common stock fund in your own Plan account (if you have a Plan account);

·   buying or selling shares of ICO common stock on the open market; and

·   exercising ICO stock options.

In addition, you are subject to ICO’s Blackout Period and Pre-Clearance Policy that requires you to pre-clear any proposed transaction with our General Counsel, Charlotte Ewart, as you may be subject to blackout periods for unrelated reasons, such as the blackout periods related to our quarterly financial results, which may occur contemporaneously with the blackout period related to the Plan changes.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Ms. Ewart.