View:
Download DOC
Download PDF
Download XLS
Form 8-K Filing

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 24, 2008

QUANEX CORPORATION
(Exact name of registrant as specified in its charter)


Delaware 		 
1-5725 		 
38-1872178
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)


 
1900 West Loop South, Suite 1500, Houston, Texas 		 
77027 		 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   713-961-4600



________________________________________________________________________________
(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)
  [ 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 24, 2008, Quanex Corporation (the "Company") issued a press release (the "Press Release") announcing that it commenced the mailing of proxy materials for the Company's April 22, 2008, special meeting to shareholders of record on February 29, 2008. The foregoing is qualified by reference to the Press Release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated March 24, 2008

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    QUANEX CORPORATION
(Registrant)
March 25, 2008
(Date) 		  /s/   THOMAS M. WALKER
Thomas M. Walker
Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer)
Quanex Commenced Mailing of Proxy Materials to Shareholders Today; Company Confirmed Special Shareholder Meeting Date

EXHIBIT 99.1

Quanex Commenced Mailing of Proxy Materials to Shareholders Today; Company Confirmed Special Shareholder Meeting Date

HOUSTON, March 24, 2008 (PRIME NEWSWIRE) -- Quanex Corporation (NYSE:NX), an industry-leading manufacturer of value-added engineered materials and components for the vehicular products and building products markets, announced today it commenced the mailing of proxy materials for the Company's April 22, 2008, special meeting to shareholders of record on February 29, 2008. The special meeting of stockholders has been called to approve the Company's proposed merger with a subsidiary of Gerdau S.A.

Statements that use the words "expect," "should," "believe," "will," "might," or similar words reflecting future expectations or beliefs are forward-looking statements. The statements found above are based on current expectations. Actual results or events may differ materially from this release. Factors that could impact future results may include, without limitation, the effect of both domestic and global economic conditions, the impact of competitive products and pricing, and the availability and cost of raw materials. For a more complete discussion of factors that may affect the Company's future performance, please refer to the Company's most recent 10-K filing (December 14, 2007) under the Securities Exchange Act of 1934, in particular the section titled, "Private Securities Litigation Reform Act" contained therein.

This press release may be deemed to be soliciting material relating to the proposed merger transaction between Quanex Corporation and a wholly owned subsidiary of Gerdau S.A. In connection with the proposed merger, Quanex has filed a proxy statement and other relevant documents concerning the proposed merger with the SEC. Investors and securities holders of Quanex are urged to read the proxy statement because that document contains important information about the proposed merger. The definitive proxy statement is being mailed to Quanex stockholders. Investors and security holders may obtain a copy of such documents free of charge from the SEC's website at www.sec.gov. Copies of such documents may also be obtained free of charge from Quanex's website at www.quanex.com (http://www.quanex.com/).

For additional information, visit the Company's website at www.quanex.com.

The Quanex Corporation logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=1117 

CONTACT:  Quanex Corporation
          Financial Contact:
          Jeff Galow
            713/877-5327
          Media Contact:
          Valerie Calvert
            713/877-5305