8-K 1 form8k.txt CURRENT REPORT 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): June 3, 2003 MILACRON INC. ---------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8475 31-1062125 ----------------- ------------------------ ------------------ (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 2090 Florence Avenue, P.O. Box 63716, Cincinnati, Ohio 45206 -------------------------------------------------------- ------------ (address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513) 487-5000 ITEM 5. OTHER EVENTS At the Annual Meeting of Shareholders of Milacron Inc. (the "Registrant"), held on May 23, 2003, the Registrant's shareholders adopted an amendment (the "Amendment") to the Registrant's Restated Certificate of Incorporation to eliminate the right of long-term holders of the Registrant's common stock to ten votes per share. The Registrant filed its Restated Certificate of Incorporation, as so amended, with the Office of the Secretary of State of the State of Delaware on June 3, 2003. A copy of the Restated Certificate of Incorporation, as so amended, is filed herewith as Exhibit 3.1. The Registrant's By-Laws were amended and restated upon the filing of the Restated Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware on June 3, 2003. The Registrants's By-Laws, as so amended, bring certain provisions of the By-Laws that relate to voting by holders of common stock at shareholder meetings into conformity with the Amendment. A copy of the Registrant's By-Laws, as so amended, is filed herewith as Exhibit 3.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: Exhibit No. Description 3.1 Restated Certificate of Incorporation of Milacron Inc., filed with the Office of the Secretary of State of the State of Delaware on June 3, 2003. 3.2 Amended and Restated By-Laws, dated as of June 3, 2003. SIGNATURE 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 thereunto duly authorized. Milacron Inc. Date: June 3, 2003 By: /s/ Hugh C. O'Donnell, Esq. ---------------------------------- Hugh C. O'Donnell Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description 3.1 Restated Certificate of Incorporation of Milacron Inc., filed with the Office of the Secretary of State of the State of Delaware on June 3, 2003. 3.2 Amended and Restated By-Laws, dated as of June 3, 2003.