~~Table of Contents~~UNITED STATES

~~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~~ REPORT

~~Date~~Pursuant to ofSection ~~Report~~13 OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported)~~Exchange ~~October~~Act ~~21, 2004~~of 1934

~~MAXCO, INC.~~Date of Report (Date of earliest event reported) February 1, 2007

MAXCO, ~~(Exact name of registrant as specified in its charter)~~ INC.

Michigan		0-2762		38-1792842
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

1118 Centennial Way, Lansing, Michigan	48917
Michigan	0-2762	38-1792842
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
1005 Charlevoix Dr. Suite 100, Grand Ledge, Michigan	48837
(Address of principal executive offices)	(Zip Code)

Registrant’'s telephone number, including area code (517) ~~321~~ 627-~~3130~~1734

Not ~~Applicable~~ Applicable

(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~~ simultaneously satisfy the filing obligation of the registrant under any of the ~~following~~ following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem 2.01 ~~Soliciting~~Completion ~~material~~of ~~pursuant~~Acquisition toor ~~Rule~~Disposition ~~14a-12~~of ~~under the Exchange Act (17 CFR 240.14a-12)~~Assets

oOn February ~~Pre-commencement~~1, ~~communications~~2007, ~~pursuant~~Maxco, toInc. ~~Rule~~sold ~~14d-2~~substantially all of the assets of Atmosphere Annealing, Inc. (b“AAI”), ~~under~~ the ~~Exchange~~wholly ~~Act~~owned subsidiary of Maxco, Inc., and BCGW, Inc. (17“BCGW”), ~~CFR~~the ~~240~~wholly owned subsidiary of AAI, pursuant to the terms of the Asset Sale and Purchase Agreement dated December 13, 2006 among Maxco, Inc, a Michigan corporation, Quanex Technologies, Inc.~~14d-2~~, a Delaware corporation, Quanex Corporation, a Delaware corporation, AAI, a Michigan corporation, and BCGW, a Michigan corporation (bthe “Agreement”)).

oMACSTEEL Atmosphere ~~Pre-commencement~~Annealing, ~~communications~~Inc., ~~pursuant~~formerly toQuanex ~~Rule~~Technologies, ~~13e-4~~Inc., a wholly owned subsidiary of Quanex Corporation, acquired substantially all of the operating assets of AAI and BCGW for $57.5 million in cash (cthe “Transaction”), ~~under~~which reflects an adjustment for the ~~Exchange~~net ~~Act~~working ~~(17~~capital ~~CFR~~of ~~240~~AAI as of January 31, 2007 per the Agreement.~~13e-~~ There were two escrows established from the purchase price monies. An escrow of $2.0 million is to last for a minimum of 3 years and up to 4~~(c))~~ years, depending on satisfaction of certain conditions, to assure compliance with our environmental warranties. An escrow of $3 million is to be held for 18 months to assure the accuracy of representations and warranties, including any environmental claims that exceed the $2 million environmental escrow. Other than the assumption of normal operating liabilities, MACSTEEL Atmosphere Annealing, Inc. did not assume any liabilities for borrowed money or certain other liabilities including certain product liabilities, tax and environmental liabilities. Assets excluded from the transaction included cash, cash equivalents, certain corporate records, all tax benefits and rights to refunds, all rights relating to borrowed money, related party receivables, and all rights to prepaid insurance and insurance deposits.

~~TABLE~~As part of OFthe ~~CONTENTS~~closing of the Transaction, in addition to the $5.0 million held in escrow, certain outstanding liabilities secured by the assets of AAI and BCGW were required to be paid, which were approximately $10.9 million. In addition, the Company estimates that net federal and state income taxes will be approximately $11 million, closing costs and other costs and obligations in connection with the closing will be approximately $5.2 million.

~~Item~~The Company 5has other outstanding obligations including preferred stock and related dividends (totaling approximately $7.024 ~~Departure~~million as of ~~Directors~~December or31, ~~Principal~~2006) ~~Officers;~~and other ~~Election~~obligations ofwhich ~~Directors;~~will ~~Appointment~~be ofrequired ~~Principal~~to ~~Officers.~~be ~~SIGNATURES~~repaid as well as ongoing operating expenses.

~~Table~~Item 5.02 Departure of ~~Contents~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

~~Item~~On February ~~5.02~~1, ~~Departure~~2007, ofSanjeev ~~Directors~~Deshpande orresigned ~~Principal~~as ~~Officers;~~Director ~~Election~~ of ~~Directors;~~Maxco, ~~Appointment~~Inc. ~~of Principal Officers~~(the “Company”).

~~(b) Effective October 21~~Eric L. Cross, ~~2004~~63, ~~the~~Executive ~~following~~Vice ~~individuals~~President ~~resigned from the Board~~ of ~~Directors of Maxco, Inc. to allow~~ the Company towas beappointed inDirector effective ~~compliance~~February ~~with NASDAQ~~1, ~~marketplace~~2007. ~~rules:~~

~~Eric L~~Item 8.01 ~~Cross,~~Other ~~Richard G. Johns, Vincent Shunsky, and Charles J. Drake.~~ Events

AsOn February 2, 2007, Maxco, Inc. issued a ~~result~~press ofrelease ~~these~~announcing ~~resignations,~~that Maxco has completed the ~~Board~~sale of ~~Directors~~Atmosphere ~~of Maxco~~Annealing, Inc. is ~~composed~~to of a ~~majority~~subsidiary of ~~independent~~Quanex Corporation. ~~directors~~The press release is included herewith as Exhibit 99.1 and is incorporated herein by reference.

~~Table~~Item 9.01 ofFinancial ~~Contents~~Statements and Exhibits

~~SIGNATURES~~ (d) Exhibits

~~Pursuant~~Exhibit ~~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~~No. Description

		Maxco, Inc. (Registrant)
Date: October 26, 2004
		/S/ Vincent Shunsky (Signature)
		Vincent Shunsky Chief Financial Officer

99.1

Press Release issued by Maxco, Inc. on February 2, 2007.

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.


	Maxco, Inc.
	(Registrant)

Date: February 5, 2007		/s/ Lawrence O. Fields
		(Signature)

		Lawrence O. Fields
		Chief Financial Officer

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