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): April 28, 2003 OCTEL CORP. (Exact name of registrant as specified in its charter) ------------------------------------------ Delaware 1-13879 98-0181725 -------------------------------- ------------------- ------------------------- (State or other jurisdictions Commission (I.R.S. employer of Incorporation) File Number 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 ------------------- Item 7. Financial Statements and Exhibits (c) Exhibits: Item Exhibit Index 99.1 Press Release, dated April 28, 2003 Item 9. Regulation FD Disclosure (Item 12. Results of Operations and Financial Condition). The following information is being furnished under Item 12 of Form 8-K "Results of Operations and Financial Condition" and is included under this Item 9 in accordance with SEC Release No. 33-8216 (March 27, 2003). Accordingly, this information should not be deemed to be "filed" under the Securities Exchange Act of 1934. On April 28, 2003, Octel Corp. issued a press release announcing first quarter 2003 financial results. The press release is filed as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference. 2 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. OCTEL CORP. By: /s/ Paul W. Jennings -------------------- Name: Paul W. Jennings Title: Vice President and Chief Financial Officer Date: April 28, 2003 3 EXHIBIT INDEX Exhibit Description 99.1 Press Release, dated April 28, 2003 4