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): ~~January~~April 81, 2010

K-TRON INTERNATIONAL, INC.

(Exact Name of Registrant Specified in Charter)

New Jersey	0-9576	22-1759452
(State or Other	(Commission File	(I.R.S. Employer
(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)	Number)	Identification No.)
Incorporation)
Routes 55 & 553
P.O. Box 888
Pitman, New Jersey		08071-0888
(Address of Principal Executive Offices)		(Zip Code)


Routes 55 & 553
P.O. Box 888
Pitman, New Jersey		08071-0888

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (856) 589-0500

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þo 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))

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~January~~April 81, 2010, K-Tron International, Inc., a New Jersey corporation (“K-Tron”), and Hillenbrand, Inc., an Indiana corporation (“Hillenbrand”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 8, 2010, among Hillenbrand, Krusher Acquisition Corp., a New Jersey corporation and wholly -owned subsidiary of Hillenbrand (“Merger Sub”), ~~entered~~and ~~into~~K-Tron. anPursuant ~~Agreement~~to the Certificate of Merger filed with the Office ~~and~~of ~~Plan~~the Treasurer of the State of New Jersey, the merger of Merger Sub and K-Tron (the “Merger ~~Agreement~~”) ~~pursuant~~was effective toas ~~which~~of ~~Merger~~April 1, ~~Sub~~2010. ~~will~~At ~~merge~~the ~~with~~effective ~~and~~time ~~into~~of the Merger, all outstanding shares of common stock of K-Tron, par value $0.01 per share (the “Common ~~separate~~Stock”), ~~corporate~~except ~~existence~~those ofshares ~~Merger~~owned ~~Sub~~directly ~~shall~~or ~~cease~~indirectly ~~and~~by K-Tron, ~~shall~~Hillenbrand beor Merger Sub, converted into the right to receive $150.00 in cash per share, without interest and less any ~~surviving~~applicable ~~corporation~~withholding taxes. In addition, pursuant to the terms of the ~~merger~~Merger (Agreement, at the effective “time of the Merger” (i) each outstanding stock option that was unexercised was cancelled, entitling each former holder thereof to payment equal to the number of shares underlying such option multiplied by the excess (if any) of $150.00 over the exercise price of such option, (ii) each outstanding restricted stock unit award vested and was cancelled, entitling each former holder thereof to payment equal to $150.00 multiplied by the number of shares of Common Stock which each such award would otherwise be convertible and (iii) each outstanding share of unvested restricted stock vested and was converted into the right to receive a payment equal to $150.00 multiplied by the number of shares of Common Stock which such unvested restricted stock converted into.

~~Upon~~The ~~the~~foregoing ~~consummation~~summary ofdoes ~~the~~not ~~Merger,~~purport ~~(i) K-Tron~~to ~~will~~be ~~become~~complete ~~a wholly owned subsidiary of Hillenbrand~~ and ~~(ii) each~~is ~~share~~qualified ~~of K-Tron common stock will be converted into the right to receive $150.00~~ in ~~cash~~its ~~(as~~entirety ~~may~~by ~~be adjusted as described in the following paragraph, the “Merger~~reference ~~Consideration”). In addition, options~~ to ~~acquire~~the ~~K-Tron~~full ~~common~~text ~~stock, stock appreciation rights for shares~~ of ~~K-Tron common stock, K-Tron restricted stock unit awards and shares of K-Tron unvested restricted stock, in each case that are outstanding immediately prior to~~ the ~~consummation of the~~ Merger Agreement, ~~will~~which beis ~~converted~~included ~~into~~as ~~the~~Exhibit 2.1 ~~right~~ to ~~receive~~this ~~cash~~Current ~~based~~ Report on ~~the~~Form ~~Merger~~8-K ~~Consideration~~ and ~~the~~is ~~formulas~~incorporated ~~contained~~herein inby ~~the Merger Agreement~~reference.

~~In the event (i)~~Item ~~the~~3.01. ~~closing~~Notice ~~has not occurred by April 30, 2010 as a consequence~~ of ~~Hillenbrand’s inability~~Delisting toor ~~pay~~Failure ~~the Merger Consideration as of such date and (ii) K-Tron has satisfied all conditions~~ to ~~closing~~Satisfy toa beContinued ~~performed~~Listing orRule ~~satisfied by it as~~ of ~~such date, the per share Merger~~Standard; ~~Consideration~~Transfer ~~will be increased by $0.05 for each day from May 1, 2010 through the date~~ of ~~closing~~Listing.

~~K-Tron,~~As ~~Hillenbrand~~contemplated ~~and~~by ~~Merger Sub have made customary representations, warranties and covenants in~~ the Merger Agreement, ~~including~~on April 1, ~~among others~~2010, ~~covenants that (i)~~ K-Tron ~~will~~instructed ~~conduct~~NASDAQ ~~its~~to ~~business~~file a indelisting ~~the~~application ~~ordinary~~on ~~course~~Form 25 ~~during~~with the ~~period~~Securities ~~between the execution of the Merger Agreement~~ and ~~the effective~~Exchange ~~time~~Commission ofwith ~~the~~respect ~~Merger, (ii) subject~~ to ~~certain limited exceptions, that the Board of~~ ~~Directors of~~ K-Tron’s ~~will~~Common recommend adoption of the Merger Agreement by its shareholders and (iii) K-Tron will not solicit alternative business combination transactions and will respond to proposals regarding such alternative business combination transactions only in accordance with the terms of the Merger AgreementStock.

~~The consummation of the Merger is subject to (i)~~Item ~~receipt~~3.03. ofMaterial ~~the~~Modification ~~affirmative vote of at least two-thirds of all votes cast at a special meeting of K-Tron shareholders~~ to ~~approve~~Rights ~~the Merger, (ii) the absence~~ of ~~certain~~Security ~~legal impediments to the consummation of the Merger, (iii) regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (iv) other customary closing conditions~~Holders.

The ~~Merger~~information ~~Agreement~~provided ~~contains~~in ~~certain~~response ~~termination rights for both Hillenbrand and K-Tron and further provides that, upon termination of the Merger Agreement under specified circumstances, K-Tron may be required~~ to ~~pay Hillenbrand a termination fee of $12~~Item ~~million~~2.01 ~~If the Merger Agreement is terminated by Hillenbrand due to K-Tron’s willful breach~~ of ~~the~~this ~~Merger~~Current ~~Agreement~~Report aton ~~a time~~Form ~~when a competing takeover proposal for K~~8-~~Tron is pending,~~ K~~-Tron~~ ~~will be required to pay~~is ~~Hillenbrand~~incorporated ~~its~~herein ~~documented~~by ~~reasonable out-of-pocket expenses incurred in connection with the transaction, up to a maximum amount of $10 million~~reference.

~~In connection with the Merger, on January~~Item ~~8, 2010, Hillenbrand entered into a voting agreement with Edward B~~5.01. ~~Cloues,~~Changes ~~II,~~in ~~the~~Control ~~Chairman and Chief Executive Officer~~ of ~~K-Tron, and all other~~Registrant.

-The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The total consideration paid by Hillenbrand for the outstanding shares of Common Stock and equity awards was $435,200,820. The source of funds for the cash consideration was primarily cash on hand and proceeds from debt financing. Upon the effective time of the Merger, the Merger constituted a change of control of K-Tron, resulting in K-Tron becoming a wholly-owned subsidiary of Hillenbrand. There are no known arrangements which may at a subsequent date result in a change of control of K-Tron.

~~directors and executive officers of K-Tron, pursuant to which such individuals have agreed to vote their shares of K-Tron stock in favor of the Merger (the “Voting Agreement”)~~Item 5. ~~Collectively, the agreement with Mr~~02. ~~Cloues~~ ~~and~~Departure ~~the~~of ~~other~~Directors ~~directors~~or ~~and~~Certain ~~executive~~Officers; ~~officers~~Election ~~relates to approximately 10 percent~~ of ~~K-Tron’s~~Directors; ~~outstanding~~Appointment ~~shares~~ of ~~common stock. The Voting Agreement terminates upon~~ ~~the~~Certain ~~earliest~~Officers; ofCompensatory ~~(a) the~~Agreements ~~effective time~~ of ~~the~~Certain ~~Merger or (b) the termination of the Merger Agreement~~Officers.

~~The~~Pursuant ~~foregoing~~to ~~descriptions~~the terms of the Merger Agreement, ~~and~~upon the ~~Voting~~effective ~~Agreement~~time doof ~~not~~the ~~purport~~Merger ~~to be~~(i) each ~~complete~~member ~~and~~of ~~are~~the ~~qualified~~board inof ~~their~~directors ~~entirety~~of byK-Tron ~~reference~~ceased to ~~the~~hold ~~Merger~~his ~~Agreement~~position ~~and~~with ~~the~~K-Tron ~~Voting~~and (ii) Edward ~~Agreement~~B. Cloues, ~~copies~~II, ofChairman ~~which~~and ~~are~~Chief ~~attached,~~Executive ~~respectively~~Officer of K-Tron, asresigned ~~Exhibit 2.1~~from ~~and~~each ~~Exhibit 10.1~~of ~~hereto,~~the ~~and~~positions ~~are~~he ~~incorporated~~held ~~herein~~with byK-Tron ~~reference~~and its subsidiaries.

The Merger Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide information regarding the terms of the agreement and is not intended to provide any other factual information about Hillenbrand, K-Tron or Merger SubItem 5. The representations, warranties and covenants contained in the Merger Agreement were made solely for the purposes of the Merger Agreement and the benefit of the parties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties03. ~~Certain~~Amendments ~~of the representations and warranties have been made for the purposes of allocating contractual risk between the parties~~ to ~~the~~Articles ~~Merger Agreement instead~~ of ~~establishing~~ ~~these~~Incorporation matters as facts. Investors are not third-party beneficiaries of the Merger Agreement. In addition, the representations and warranties contained in the Merger Agreement (i) are qualified by information in a confidential disclosure letter that the parties have exchanged, (ii) were made only as of the date of such agreement or aBylaws; ~~prior,~~Change ~~specified date, and (iii)~~ in ~~some cases~~Fiscal are subject to qualifications with respect to materiality, knowledge and/or other matters, including standards of materiality applicable to the contracting parties that may differ from those applicable to investorsYear. ~~Moreover, information concerning the subject matter of the~~ representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Hillenbrand’s or K-Tron’s public disclosures. Accordingly, investors should not rely on the representations and warranties as characterizations of the actual state of facts or condition of Hillenbrand or K-Tron or any of their respective subsidiaries or affiliates.

~~Item~~Pursuant to the terms of the Merger Agreement, upon the effective time of the Merger, the certificate of incorporation of K-Tron was amended and restated substantially as was set forth in Exhibit 3C to the Merger Agreements and the bylaws of Merger Sub became the bylaws of K-Tron except all references to Merger Sub’s name were replaced with references to K-Tron International, Inc.~~03.~~ ~~Material~~The amended ~~Modification~~and restated certificate of ~~Rights~~incorporation and bylaws of ~~Securityholders~~K-Tron are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated by reference herein.

~~On January~~Item 8, 2010, in connection with the execution of the Merger Agreement, the Board of Directors of K-Tron approved an Amendment (the “Amendment”) to the Rights Agreement, dated October 16, 2001, between K-Tron and American Stock Transfer & Trust Company LLC, as rights agent (the “Rights Agreement”)5. ~~The Amendment, among other things, renders the Rights Agreement inapplicable to the Merger, the Voting Agreement and the transactions contemplated thereby~~07. InSubmission ~~addition, the Amendment provides, among other things, that (i) neither Hillenbrand, Merger Sub nor any~~ of ~~their affiliates~~Matters will become an “Acquiring Person” or a “Principal Party” (as such terms are defined in the Rights Agreement), (ii) a Stock Acquisition Date (as such term is defined in the Rights Agreement) shall not be deemed to ~~have occurred and (iii)~~ a ~~Distribution~~Vote ~~Date (as such term is defined in the Rights Agreement) shall not be deemed to have occurred, in each case, as a result~~ of ~~the~~ ~~announcement~~Security ~~of the Merger, the consummation of the transactions contemplated by the Merger~~Holders Agreement, or the execution of the Merger Agreement, including without limitation, the entry into or performance of the Voting Agreement. The Amendment also provides that the “Expiration Date” (as such term is defined in the Rights Agreement) for exercise of the “Rights” (as such term is defined in the Rights Agreement) will be immediately prior to the effective time of the Merger if the Rights Agreement has not been

-On 3April 1, 2010, K-Tron held a Special Meeting of Shareholders to consider and vote on the proposal to approve the Merger Agreement. The following is a summary of the voting results for the proposal to approve the Merger Agreement:

~~otherwise~~Votes ~~terminated.~~For ~~The~~2,314,861 ~~Amendment~~Votes ~~provides~~Against ~~that~~2,282 ~~the~~Abstentions ~~Rights~~4,398 ~~Agreement~~Broker ~~shall~~Non-Votes ~~automatically terminate immediately prior to the effective time of the Merger.~~ 0

~~The~~Abstentions ~~foregoing~~and ~~description~~broker ofnon-votes were treated as shares that were present and entitled to vote at the ~~Amendment~~special ~~does~~meeting for purposes of determining whether a quorum exists, although abstentions and broker non-votes were not ~~purport~~considered tovotes be“cast” ~~complete~~for the proposal and, istherefore, ~~qualified~~had byno effect on ~~reference~~the tovote. The votes in favor of the ~~Amendment,~~approval aof ~~copy~~the Merger Agreement represented 81.5% of ~~which~~the outstanding isshares ~~attached~~of K-Tron Common Stock as ~~Exhibit 4.1~~of ~~hereto~~the record date and is99.7% ~~incorporated~~of the shares of Common ~~herein~~Stock byvoted ~~reference~~at the special meeting.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of January 8, 2010, by and among Hillenbrand, Inc., Krusher Acquisition Corp., and K-Tron International, Inc. (Filed as Exhibit 2.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 12, 2010 and incorporated herein by reference)
4.1		Amendment to Rights Agreement, dated as of January 8, 2010, between K-Tron International, Inc. and American Stock Transfer & Trust Company LLC
3.1		Amended and Restated Certificate of Incorporation of K-Tron International, Inc., effective as of April 1, 2010
10.1		Voting Agreement, dated as of January 8, 2010, by and among Hillenbrand, Inc., Krusher Acquisition Corp. and certain shareholders of K-Tron International, Inc.
3.2		By-Laws of K-Tron International, Inc., effective as of April 1, 2010

Additional Information

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed acquisition of K-Tron by Hillenbrand. In connection with the proposed acquisition, K-Tron intends to file a proxy statement with the Securities and Exchange Commission (SEC), and K-Tron and Hillenbrand intend to file other relevant materials with the SEC. Before making any voting decision with respect to the proposed acquisition, shareholders of K-Tron are urged to read all relevant documents filed with the SEC when they become available, including K-Tron’s proxy statement, because they will contain important information about the proposed transaction. A definitive proxy statement will be sent to holders of K-Tron stock seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from any security holder of K-Tron.

Investors and security holders will be able to obtain the documents (when they are available) free of charge at the SEC’s web site, www.sec.gov. These documents (when they are available) can also be obtained by investors and shareholders free of charge from K-Tron upon written request to K-Tron International, Inc.; Attention: Investor Relations; Route 55 and 553; P.O. Box 888; Pitman, N.J. 08071, or by calling 856-589-0500. You may also read and copy any reports, statements and other information filed by K-Tron or Hillenbrand with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

K-Tron, Hillenbrand, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders in respect of the proposed transaction. Information regarding the

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directors and executive officers of K-Tron is available in its 2008 Annual Report on Form 10-K, filed with the SEC on March 13, 2009, and the proxy statement for K-Tron’s 2009 annual meeting of shareholders, filed with the SEC on April 6, 2009. Information about Hillenbrand’s directors and executive officers may be found in its 2009 Annual Report on Form 10-K filed with the SEC on November 24, 2009, and definitive proxy statement relating to its 2010 Annual Meeting of Shareholders filed with the SEC on January 5, 2010. Additional information regarding the interests of such potential participants will be included in the proxy statement and the other relevant documents filed with the SEC when they become available.

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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.

K-TRON INTERNATIONAL, INC. By: /s/ ~~ROBERT~~Robert E. ~~WISNIEWSKI~~Wisniewski Robert E. Wisniewski Senior Vice President, Chief Financial Officer and Treasurer

Dated: ~~January~~April 121, 2010

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Exhibit Index

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of January 8, 2010, by and among Hillenbrand, Inc., Krusher Acquisition Corp., and K-Tron International, Inc.
4.1		Amendment to Rights Agreement, dated as of January 8, 2010, between K-Tron International, Inc. and American Stock Transfer & Trust Company LLC
10.1		Voting Agreement, dated as of January 8, 2010, by and among Hillenbrand, Inc., Krusher Acquisition Corp. and certain shareholders of K-Tron International, Inc.

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