8-K 1 form_8-k.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): March 2, 2004 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 AND REGULATION FD DISCLOSURE On March 2, 2004, Milacron Inc. (the "Company") issued a press release announcing that the audit committee of its board of directors has approved the use of an exception to the New York Stock Exchange's shareholder approval policy so that the Company could possibly issue a number of shares of common stock, and/or securities that are convertible or exercisable into a number of shares of common stock, equal to or in excess of 20% of the Company's currently outstanding common stock. A copy of the Company's press release is filed as Exhibit 99.1 hereto, and a copy of the letter to shareholders notifying them of the Company's intention to possibly issue the securities without seeking their approval is filed as Exhibit 99.2. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits: Exhibit No. Description ------------ ----------------------------------------------------------- 99.1 Press release issued by Milacron Inc. on March 2, 2004. 99.2 Letter to shareholders dated March 2, 2004. 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: March 2, 2004 By: ------------------------------------ Robert P. Lienesch Vice President - Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ------------ ----------------------------------------------------------- 99.1 Press release issued by Milacron Inc. on March 2, 2004. 99.2 Letter to shareholders dated March 2, 2004.