form_10qa.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 1-14368
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Titanium Metals Corporation |
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(Exact name of registrant as specified in its charter)
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Delaware
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13-5630895
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697 |
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(Address of principal executive offices) (Zip Code)
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Registrant’s telephone number, including area code:
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(972) 233-1700
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined by Rule 12b-2 of the Exchange Act).
þ Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o Noþ
Number of shares of common stock outstanding on April 27, 2011: 180,174,253
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of the registrant for the quarter ended March 31, 2011 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on May 5, 2011. The Amendment is being filed to submit an updated Exhibit 10.1 – Amendment No. 2 to Purchase and Supply Agreement between Titanium Metals Corporation and certain subsidiaries and Rolls-Royce plc and certain subsidiaries effective February 14, 2011, portions of which exhibit have been omitted based upon a request for confidential treatment.
Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.
PART II. – OTHER INFORMATION
Item 6. EXHIBITS
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10.1**
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Amendment No. 2 to Purchase and Supply Agreement between Titanium Metals Corporation and certain subsidiaries and Rolls-Royce plc and certain subsidiaries effective February 14, 2011, filed herewith.
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**
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Portions of the exhibit have been omitted pursuant to a request for confidential treatment
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Note:
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We have retained a signed original of any exhibit listed above that contains signatures, and we will provide any such exhibit to the SEC or its staff upon request. Such request should be directed to the attention of our Corporate Secretary at our corporate offices located at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240.
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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 thereunto duly authorized.
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TITANIUM METALS CORPORATION
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Date: August 19, 2011
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By
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/s/ James W. Brown
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James W. Brown
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Vice President and Chief Financial Officer
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Principal Financial Officer
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Date: August 19, 2011
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By
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/s/ Scott E. Sullivan
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Scott E. Sullivan
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Vice President and Controller
Principal Accounting Officer
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