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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 November 18, 2007
 Quanex Corporation
  Delaware
    
    1-5725
    
    38-1872178(State or other jurisdiction 
of incorporation)
    
    (Commission File Number)
    
    (IRS Employer Identification No.)
 1900 West Loop South, Suite 1500
    
    77027Houston, Texas
(Address of principal executive offices)
    
    (Zip Code)
 (713) 961-4600(Registrants telephone
number, including area code)
  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))




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Item 1.01 Entry into a Material Definitive Agreement
 Agreement and Plan of Merger
 Company Merger Agreement Gerdau Gerdau Delaware Merger
  Board
 Spin-Off Contemplated Transactions
   Rights Plan
 Rights Plan Acquiring Person Stock Acquisition
Date Distribution Date Rights
 2




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Waiver and Release Agreements
 Waivers Executive Spinco
 CIC Agreements Closing Date
 
    
    Effective at 11:59 p.m. on the date immediately preceding the Closing Date, any
outstanding unvested stock options that the Executive holds on such date that were
issued under an equity incentive plan maintained by the Company will immediately vest
and be exercisable.
 
    
    All restrictions on any restricted stock held by the Executive on the date
immediately preceding the record date for the Spin-Off that was issued under an equity
incentive plan maintained by the Company will immediately lapse, become free of
restrictions and be transferable effective at 11:59 p.m. on such date.
 
    
    Effective as of the Closing Date, the Executive will be fully vested in his entire
account balance as of the Closing Date under the Companys Deferred Compensation Plan
or any portion of such plan that is spun-off to Spinco as a result of the Spin-Off.
 
    
    Effective as of the Closing Date, the Executives accrued benefit under the
Companys Supplemental Benefit Plan will be spun-off to Spinco as a result of the
Spin-Off.
 
    
    Within 10 days of the Closing Date, the Company will pay the Executive:
 
    
    If a performance unit award was granted to the Executive in 2005
pursuant to the Companys 2003 Long-Term Incentive Plan, an amount equal to the
number of units granted under the award times the target value of the award times
3/3; plus
 
    
    If a performance unit award was granted to the Executive in 2006 under
the Companys 2006 Omnibus Incentive Plan, an amount equal to the number of units
granted under the award times the target value of the award times 2/3; plus
 
    
    An amount equal to the Executives bonus under the fiscal year 2008
bonus plan as determined by the Board times a fraction, the numerator of which is
the number of days in the current fiscal year through the Closing Date and the
denominator of which is 365.
  3




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Item 5. 02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers.
  Item 7.01 Regulation FD Disclosure
 Exchange Act
  Press Release
 IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
 SEC www.sec.gov inquiry@quanex.com
  4




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ITEM 9.01. Financial Statements and Exhibits
 (c)
    
    Exhibits.
 2.1
    
    
    Agreement and Plan of Merger by and among Gerdau S.A., Gerdau
Delaware, Inc. and Quanex Corporation, dated November 18, 2007.99.1
    
    
    Form of Waiver and Release Agreement between Quanex Corporation and
certain of its executive officers.99.2
    
    
    Investor Slide Show.99.3
    
    
    Press release, dated November 19, 2007.
 5




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SIGNATURES
   QUANEX CORPORATIONBy:
    /s/ Thomas M. WalkerThomas M. WalkerSenior Vice President  Finance and Chief Financial Officer 6




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Index to Exhibits
 ItemNumber
    
    Exhibit2.1
    
    
    Agreement and Plan of Merger by and among Gerdau S.A., Gerdau
Delaware, Inc. and Quanex Corporation, dated November 18, 2007.99.1
    
    
    Form of Waiver and Release Agreement between Quanex Corporation and
certain of its executive officers.99.2
    
    
    Investor Slide Show.99.3
    
    
    Press release, dated November 19, 2007.
 7