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 11, 2013
METALS USA HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34685 | 20-3779274 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (IRS Employer Identification No.) |
| 2400 E. Commercial Blvd., Suite 905 Fort Lauderdale, Florida |
33308 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (954) 202-4000
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) |
| x | 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 8.01. | Other Events. |
On March 11, 2013, Metals USA Holdings Corp. ( “Metals USA”) issued a press release relating to the end of the “go-shop” period, early termination of the antitrust waiting period under the Hart-Scott Rodino Antitrust Improvements Act and the establishment of a record date and meeting date for the special meeting of its stockholders to consider and vote upon the proposal to adopt the previously announced merger agreement, entered into on February 6, 2013, among Metals USA, Reliance Steel & Aluminum Co. (“Reliance”), and RSAC Acquisition Corp., a wholly-owned subsidiary of Reliance. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibit is filed herewith:
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 11, 2013 | |
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.
| METALS USA HOLDINGS CORP. | ||||||
| Date: March 11, 2013 | /s/ Robert C. McPherson III | |||||
| Name: Robert C. McPherson III | ||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 11, 2013 | |