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SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

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FORM 8-K

 

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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 31, 2005

 

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OCTEL CORP.

(Exact name of registrant as specified in its charter)

 

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Delaware		1-13879		98-0181725
(State or other jurisdictions of Incorporation)		Commission File Number		(I.R.S. employer identification number)

 

Octel Corp., Global House, Bailey Lane, Manchester, UK		M90 4AA
(Address of principal executive offices)		(zip code)

 

Registrant’s telephone number, including area code: 011 - 44 - 161 - 498 - 8889

 

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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)

 

¨	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))

 

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Item 8.01 Other Events

 

The press release dated March 31, 2005, announced the completion of a special investigation by members of Octel Corp.’s Audit Committee and Corporate Governance and Nominating Committee. The press release is furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits:

 

99.1		Press Release, dated March 31, 2005, announcing the completion of a special investigation by members of Octel Corp.’s Audit Committee and Corporate Governance and Nominating Committee.

 

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SIGNATURE

 

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.

 

 

Date: March 31, 2005

 

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EXHIBIT INDEX

 

Exhibit Number
99.1		Press Release, dated March 31, 2005, announcing the completion of a special investigation by members of Octel Corp.’s Audit Committee and Corporate Governance and Nominating Committee.