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): ~~December~~March 223, ~~2021~~2022

___________________

INTERNATIONAL BALER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	~~000~~0-14443	~~13-2842053~~	13-2842056
(State or other jurisdiction of incorporation)	(Commission File Number)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
5400 Rio Grande Avenue, Jacksonville, FL		32254
(Address of principal executive offices)		(Zip Code)

5400 Rio Grande Avenue Jacksonville, FL	32254
(Address of principal executive offices)	(Zip Code)

(904) 358-3812

(Registrant’s telephone number, including area code)

Not 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 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))

Securities registered pursuant to Section 12(bg) of the Act: ~~None~~

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $.01 par value per share	IBAL	Pink Sheets

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~2008 until January 2010.~~ Act. ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers;~~Agreement. ~~Election~~Agreement ofand ~~Directors;~~Plan ~~Appointment~~ of ~~Certain Officers; Compensatory Arrangements of Certain Officers~~Merger

~~The~~On ~~information~~March ~~provided~~23, ~~under~~2022, ~~Item~~International ~~5.07~~Baler ~~herein~~Corporation is(the ~~incorporated~~“Company”) entered into ~~this~~an ~~Item~~Agreement ~~5.02~~and Plan of Merger (the “Merger Agreement”), by ~~reference~~and among the Company, Avis Industrial Corporation, an Indiana corporation (“Parent”), and AIC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub,” and, together with Parent, the “Acquiring Parties”). Parent owns approximately 81.1% of the issued and outstanding Shares (as defined below) of the Company.

~~Item~~Tender ~~5.07.~~Offer ~~Submission of Matters to a Vote of Security Holders.~~

~~Annual~~Subject ~~Meeting~~to ~~Voting~~the ~~Results~~terms and conditions of the Merger Agreement, Merger Sub will begin a tender offer (the “Offer”) as promptly as reasonably practicable after the date of the Merger Agreement, to purchase all of the outstanding shares of common stock of the Company, $0.01 par value per share (the “Shares”), at a price of $1.74 per Share (the “Offer Price”), net to the seller in cash without interest thereon and subject to any withholding of taxes. The Offer will initially remain open for 20 business days after the Offer begins, subject to extension under certain circumstances specified in the Merger Agreement (“Expiration Date”).

The ~~Company~~obligation ~~held~~of ~~its~~Merger ~~Annual~~Sub ~~Meeting~~to onconsummate ~~December~~the 2,Offer ~~2021.~~is Assubject ofto the ~~close~~satisfaction or waiver of ~~business~~a onnumber ~~October~~of ~~22,~~conditions ~~2021,~~set ~~the~~forth ~~record~~in ~~date~~Annex A ~~for~~to the ~~Annual Meeting~~Merger Agreement, ~~there~~including: ~~were~~(i) the ~~5,183,895~~absence ~~shares~~ of ~~Company~~any ~~common~~injunction ~~stock~~or ~~outstanding~~order ~~and~~which ~~entitled~~makes toit ~~vote~~illegal ator ~~the~~otherwise ~~Annual~~prohibits ~~Meeting. Each share~~ consummation of ~~Company common~~the ~~stock~~Offer, ~~was~~the ~~entitled~~Merger to(as ~~one~~defined ~~vote.~~below) ~~Stockholders~~or ~~holding~~the antransactions ~~aggregate~~contemplated ~~of 4~~thereby,~~884,213~~ ~~shares~~(ii) the accuracy of the Company’s representations ~~common~~and ~~stock~~warranties, ~~entitled~~subject to ~~vote at~~certain ~~the~~materiality ~~Annual~~standards ~~Meeting,~~set ~~representing~~forth ~~94.2%~~in of the ~~outstanding~~Merger ~~shares~~Agreement; of(iii) compliance by Company ~~common~~in ~~stock~~all asmaterial ofrespects with its obligations under the ~~record~~Merger ~~date~~Agreement, and ~~which~~(iv) those ~~constituted a~~other ~~quorum~~conditions ~~thereof,~~set ~~were~~forth ~~present~~ in ~~person~~Annex A orto ~~represented~~the byMerger ~~proxy~~Agreement at (the ~~Annual~~“Offer ~~Meeting~~Conditions”).

AtSubject to the ~~Annual~~satisfaction ~~Meeting,~~or ~~the~~waiver ~~Company’s~~by ~~stockholders~~Merger ~~considered~~Sub ~~the~~or ~~proposals~~Parent ~~listed~~of ~~below~~the Offer Conditions, ~~each~~Merger ofSub ~~which~~will ispromptly ~~described~~after inthe ~~more~~Expiration ~~detail~~Date accept infor payment all Shares tendered (and not validly withdrawn) under the ~~Company’s~~Offer ~~definitive~~and ~~proxy~~promptly ~~statement~~thereafter pay for such Shares. The Acquiring Parties have informed the ~~Annual~~Company ~~Meeting~~that ~~filed~~they ~~with~~intend to fund the ~~Securities~~payment ~~and~~of ~~Exchange~~the ~~Commission~~aggregate purchase price with cash on ~~October~~hand. The Offer is ~~29,~~not ~~2021~~subject to a financing condition.

~~The~~Merger ~~final results of such stockholder voting on each proposal brought before the Annual Meeting are set forth below:~~

~~Proposal~~The ~~No.~~Merger 1is ~~- Election~~subject ofto Ia ~~Directors.~~non-waivable ~~The~~condition ~~director~~that ~~nominee~~there ~~proposed~~will byhave ~~the~~been ~~Board~~validly ~~was~~tendered ~~elected~~(and tonot ~~serve~~validly aswithdrawn) a ~~member~~number of ~~the Board~~Shares ~~until~~greater than 50% of the ~~next~~outstanding ~~annual~~Shares ~~meeting~~not ofowned ~~stockholders~~by Parent and ~~until~~its ~~their~~subsidiaries ~~successors~~(the ~~are~~“Unaffiliated ~~duly~~Stockholders”) immediately ~~elected~~before ~~and~~the ~~qualified~~expiration byof the ~~following~~Offer ~~final~~(the ~~voting~~“Minimum Tender Condition”) and is subject to the satisfaction ~~results:~~or waiver of certain other merger conditions.

	Votes For	Votes Withheld	Broker Non-Votes
Ronald L. McDaniel	4,598,509	19,774	265,930

The Merger Agreement provides that, subject to the Minimum Tender Condition and following the consummation of the Offer, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger will be governed by Section 253 of the General Corporation Law of the State of Delaware. As a result, no stockholder vote will be required to consummate the Merger.

~~Proposal~~At ~~No.~~the ~~2- Ratification~~effective time of ~~Appointment~~the ofMerger ~~Independent~~(the ~~Registered~~“Effective ~~Public~~Time”), ~~Accounting~~(i) ~~Firm.~~each ~~The~~Share ~~ratification~~owned ofby the ~~appointment~~Company as treasury stock or owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of ~~Pivot~~Parent ~~CPAs~~will asbe ~~the~~cancelled ~~Company’s~~for ~~independent~~no ~~registered~~consideration and ~~public~~(ii) ~~accounting~~each ~~firm~~other Share outstanding immediately before the Effective Time (other than Shares for which appraisal rights have been properly demanded and not withdrawn or lost) will be cancelled and converted into the ~~year~~right ~~ending~~to ~~October~~receive, 31upon their surrender, ~~2021~~an amount equal to the Offer Price, ~~was~~without ~~approved~~interest thereon and subject to any withholding of taxes (the “Merger Consideration”). byThe Acquiring Parties have informed the ~~following~~Company ~~final~~that ~~voting~~they ~~results:~~intend to fund the payment of the aggregate Merger Consideration with cash on hand. The Merger is not subject to a financing condition.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
4,883,301	900	12	0

Appointment of New Board Member

At the Board of Director’s meeting immediately following the Annual Meeting of Stockholders on December 2, 2021, the Board of Directors appointed D. Roger Griffin, to serve as a Class II director, effective immediately. Mr. Griffin is the Chief Executive Officer and President of the Company and has held that position since October 11, 2021. Because Mr. Griffin is an employee of the Company, he will not receive any compensation for serving as a director. There is no arrangement or understanding between Mr. Griffin and any other person pursuant to which Mr. Griffin was selected as a director

~~Mr.~~Tender ~~Griffin~~Offer ~~has extensive experience in the recycling industry. Prior to rejoining the Company~~Closing, ~~Mr.~~regardless ~~Griffin served as the President and Chief Executive Officer~~ of ~~the~~Minimum ~~Company~~Tender ~~from~~Condition February 2008 to January 2017. He served as the Vice President of Manufacturing for Avis Industrial Corporation (“Avis”), the Company’s largest stockholder (owning 81% of the Company’s issued and outstanding common stock), from January 2017 until his resignation on October 8, 2021. He also served as the President of Pacific Forge, Inc. a forging company and wholly-owned subsidiary of Avis, from January 2017 until his resignation on October 8, 2021. Before his original role at the Company, Mr. Griffin served as Vice President of Operations at Shaefer Interstate Railing and worked in management at Dana Corporation from January 2007 until February 2008. Mr. Griffin will continue to serve as a director of each of Pacific Forge, Inc. and James Steel & Tube Co., positions that he has held since June 2017 and March 2020, respectively.

~~There~~Regardless ~~are~~of nowhether ~~related party transactions between Mr. Griffin and~~ the ~~Company~~Minimum ~~that~~Tender ~~require~~Condition ~~disclosure~~is ~~under Item 404(a) of Regulation S-K. The Company operates independently from Avis and its wholly-owned subsidiaries~~satisfied, ~~which include The Harris Waste Management Group, Inc. (“Harris”)~~ and ~~Peninsular~~subject ~~Cylinder~~to ~~Co.~~the ~~Inc.~~satisfaction ~~(“Peninsular”). The~~or ~~Company~~waiver ~~purchased~~by ~~$4,996~~Merger ~~and~~Sub ~~$434,804~~or Parent of ~~cylinders~~the ~~from Peninsular~~Offer ~~in fiscal 2019 and fiscal 2020~~Conditions, ~~respectively. The~~Merger ~~Company~~Sub ~~sold~~will ~~two~~promptly ~~closed~~after ~~door~~the ~~horizontal~~Expiration ~~balers~~Date toof ~~Harris~~the ~~for~~Offer ~~$122,950~~accept ~~in fiscal 2019. Except~~ for ~~the~~payment ~~foregoing,~~all ~~there~~Shares ~~were~~tendered no(and ~~purchases~~not orvalidly ~~sales~~withdrawn) under ~~between~~ the ~~Company~~Offer and ~~Avis~~promptly ~~and~~thereafter ~~its~~pay ~~subsidiaries~~for ~~during~~such ~~the Company’s last two fiscal years~~Shares.

~~Item~~Special ~~9.01~~Committee ~~Financial~~and ~~Statements~~Board ~~and~~Approval ~~Exhibits.~~of the Merger Agreement

On March 23, 2022, a special committee (dthe “Special Committee”) consisting the sole independent and disinterested member ~~Exhibits~~of the Company’s Board of Directors (the “Board”) (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable, fair to, and in the best interests of, the Company and the Unaffiliated Stockholders; (b) recommended that the Unaffiliated Stockholders accept the Offer and tender their Shares to Merger Sub pursuant to the Offer; and (c) recommended that the Board take the actions described below.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

On March 23, 2022, the Board, acting upon the recommendation of the Special Committee, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted the Merger Agreement and declared it advisable for the Company to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Offer and the Merger, (iii) approved the execution, delivery and performance by the Company of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and (iv) recommended that the stockholders of the Company accept the Offer and tender their Shares to Merger Sub pursuant to the Offer, in each case, on the terms and subject to the conditions set forth in the Merger Agreement.

Representations, Warranties and Covenants

The Merger Agreement contains representations and warranties and covenants of the parties customary for a transaction of this nature, including covenants regarding the operation of the Company’s business before the Effective Time.

The Company is restricted by the Merger Agreement from soliciting third-party proposals relating to alternative transactions and, subject to certain exceptions to permit the Board to comply with its fiduciary duties, from providing information and entering into discussions in connection with alternative transactions. Prior to the acceptance time of the Offer, under specified circumstances, the Board (upon recommendation of the Special Committee) may change its recommendation to the Company’s stockholders regarding the Offer in response to a Superior Proposal (as defined in the Merger Agreement).

The Merger Agreement may be terminated by the Company or Parent under certain circumstances set forth in the Merger Agreement, including subject to certain limitations, if the Offer has not concluded by May 31, 2022.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and incorporated herein by reference.

The Merger Agreement and the foregoing description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only as of specified dates for the purposes of such agreement, were solely for the benefit of the parties to such agreement, may be subject to qualifications and limitations agreed upon by such parties and were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to investors. Accordingly, investors should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Additional Information and Where to Find It

In connection with the proposed Merger, Merger Sub will commence a tender offer for the outstanding shares of common stock of the Company. The tender offer has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of the Company, nor is it a substitute for the tender offer materials that Parent and Merger Sub will file with the Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Parent and Merger Sub, a Solicitation/Recommendation Statement on Schedule 14D-9 will be filed with the SEC by the Company, and a Schedule 13E-3 transaction statement will be filed by the Company and certain other persons, including Parent. The offer to purchase Shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT, THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE OFFER AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these materials (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the exchange agent for the tender offer which will be named in the tender offer statement. Copies of the Company’s filings with the SEC may be obtained free of charge at the “Corporate Information” section of the Company’s website at www.intl-baler.com. or by directing a request to: International Baler Corporation, 5400 Rio Grande Avenue, Jacksonville, Florida 32254 by telephone at (904) 358-3812.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are “forward-looking statements.” These statements relate to future events or and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” and variations of those words. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control, including among others: (i) whether the Offer conditions will be satisfied; (ii) whether the Minimum Tender Condition will be satisfied, so the Company can effectuate the Merger; (iii) the possibility that it may be more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; and (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
2.1*	Agreement and Plan of Merger dated March 23, 2022 by and among International Baler Corporation, Avis Industrial Corporation, and AIC Merger Sub, Inc.
104	Cover Page Interactive Data File (embedded within the inline XBRL document

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

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.

		INTERNATIONAL BALER CORPORATION
Date: December 6, 2021		By: /s/ William Nielsen
Date: March 25, 2022		By: /s/ Roger Griffin
		Name: Willian Nielsen
		Name: D. Roger Griffin
		Title: Chief Financial Officer
		Title: President and Chief Executive Officer

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