Prepared By R.R. Donnelley Financial -- Form 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): 08/17/2007

O.I. CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 0-6511

Oklahoma		73-0728053
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

151 Graham Road

P.O. Box 9010

College Station, TX 77842

(Address of principal executive offices, including zip code)

(979) 690-1711

(Registrant’s telephone number, including area code)

(Former name or 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:

[  ]   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))

Information to be included in the report

Item 7.01. Regulation FD Disclosure

On August 17, 2007, O. I. Corporation issued a press release announcing the final results of the Company's modified Dutch auction self-tender offer and its quarterly cash dividend. A copy of the press release is attached as Exhibit 99.1 hereto and its contents are incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Report, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 Press Release of O. I. Corporation dated August 17, 2007

Signature(s)

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.

		O.I. CORPORATION


Date: August 17, 2007	By:	/s/ J. Bruce Lancaster
		J. Bruce Lancaster
		CEO & CFO

Exhibit Index

Exhibit No.		Description
EX-99.1		Press Release of O. I. Corporation dated August 17, 2007

EX-99.1 2 rrd169990_21439.htm PRESS RELEASE OF O. I. CORPORATION DATED AUGUST 17, 2007 Exhibit (a)(5)(v)

Exhibit 99.1

Investor Relations

Bruce Lancaster / CEO & CFO

NEWS RELEASE

O.I. Corporation Announces Final Results of Tender Offer

and Cash Dividend

College Station, Texas-August 17, 2007-O.I. Corporation (NASDAQ: OICO) announced today the final results of its modified "Dutch Auction" self-tender offer, which expired at 5:00 p.m., New York City time, on Monday, August 6, 2007.

The Company has accepted for purchase 301,080 shares, or approximately 10.3%, of its currently outstanding common stock at a purchase price of $14.50 per share, for an aggregate cost of $4,365,660 million. Of the shares to be purchased, 300,000 represent shares selected as a result of the proration process and the 1,080 additional shares represent shares that would otherwise constitute new 'odd lots' after the proration process and will thus be purchased by the Company.

Based on the final count from the depositary for the tender offer (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 508,794 shares of common stock were properly tendered and not withdrawn at prices at or below $14.50 per share. The final results represent a proration factor equal to approximately 58.7%. In accordance with the terms of the tender offer, proration for each holder that properly tendered and did not withdraw will be the product of the number of shares tendered by such holder multiplied by the proration factor, subject to the 'odd lot' priority and conditional tenders.

The depositary for the tender offer will promptly issue payment for the shares validly tendered and accepted for purchase under the tender offer. Shares not accepted for purchase will be returned promptly to holders without charge. Shareholders and investors who have questions or need information about the tender offer may contact D.F. King & Co., Inc. at 1-800-659-5550.

The Company also announced today that its Board of Directors has declared a quarterly cash dividend of $0.05 per common share payable on September 12, 2007, to shareholders of record at the close of business on August 28, 2007.

O.I. Corporation, dba OI Analytical, provides innovative products used for chemical analysis. The Company develops, manufactures, sells, and services analytical instrumentation that detects, measures, analyzes, and monitors chemicals in liquids, solids, and gases. The Company provides products used to digest, extract, and separate components of chemical mixtures. The Company provides application-specific solutions for the environmental, defense, pharmaceutical, food, beverage, petrochemical, chemical, semiconductor, power generation, and HVAC industries. Headquartered in College Station, Texas, the Company's products are sold worldwide by direct sales, independent sales representatives, and distributors.

This press release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of futur e performance and that actual results or developments may differ materially from those projected in the forward-looking statements.

Visit the Company's worldwide web site at:
http://www.oico.com
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