Unassociated Document
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): September 11,
2009
Chemtura
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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1-15339
(Commission
file number)
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52-2183153
(IRS
employer identification
number)
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199
Benson Road, Middlebury, Connecticut
(Address
of principal executive offices)
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06749
(Zip
Code)
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(203)
573-2000
(Registrant's
telephone number, including area code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e)
Compensatory Arrangements of Certain Officers.
As previously disclosed, the
Organization, Compensation & Governance Committee (the “Committee”) of the
Chemtura Corporation (the “Company” or “Chemtura”) Board of Directors
(the “Board”) adopted on July 27, 2009 the Emergence Incentive Plan (the
“Plan”), subject to the approval of the United States Bankruptcy Court for the
Southern District of New York (the “Court”), which approval was received
pursuant to an order of the Court dated July 28, 2009 (the
“Order”). The purpose of the Plan is to motivate and retain key
executives and employees, aligning their interests with those of the Company’s
stakeholders, and to maximize the value of the Company’s Chapter 11 estate and
motivate and reward exceptional performance beyond the Chapter 11
exit. The Plan provides the opportunity for eligible participants to
earn an award that will be granted after the Company emerges from Chapter 11,
based upon specific Consolidated EBITDA levels achieved during the twelve month
period immediately preceding the Company’s emergence from Chapter
11. In accordance with the Order, awards under the Plan may be in the
form of time-based restricted stock units and/or stock options or cash to be
determined by the Company’s Board of Directors at the time such awards are made,
at the time of the Company’s emergence from Chapter 11.
On September 11, 2009, the following
values, determined at the time of grant, were established by the Committee, the
Board and/or the Company as appropriate, for any award made under the Plan to
the following executive officers:
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Craig
A. Rogerson
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$ |
2,500,000 |
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Stephen
C. Forsyth
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625,000 |
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David
G. Dickey
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590,000 |
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Gregory
E. McDaniel
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200,000 |
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Messrs. Rogerson, Forsyth and Dickey
will be eligible to receive an award under the Plan only if the Company achieves
$200 million in Consolidated EBITDA (as will be defined in the Plan) for the
twelve month period immediately preceding the Company’s emergence from Chapter
11. Mr. McDaniel will be eligible to receive an award under the Plan
only if the Company achieves $221 million in Consolidated EBITDA (as will be
defined in the Plan) for the twelve month period immediately preceding the
Company’s emergence from Chapter 11. In addition, any award made
under the Plan to the above-named executive officers shall be in accordance with
the Order and shall at all times be subject to the terms and conditions set
forth in the Plan and any award agreement entered into at the time the award is
made.
Item
7.01. Regulation FD Disclosure
As previously reported, on March 18,
2009 Chemtura and 26 U.S. affiliates filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the
United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"). The cases were consolidated for the purpose of
joint administration and were assigned case number 09-11233
(REG). Chemtura’s non-U.S. subsidiaries and certain U.S. subsidiaries
were not included in the Chapter 11 filing.
On September 15, 2009, Chemtura filed
with the Bankruptcy Court, as required by the Bankruptcy Code, its Monthly
Operating Report for the period August 1, 2009 through August 31,
2009. The August 2009 Monthly Operating Report (“Monthly Operating
Report”) is furnished hereunder as Exhibit 99.1.
Cautionary
Statements Regarding Financial and Operating Data
Chemtura cautions investors and
potential investors not to place undue reliance upon the information contained
in the Monthly Operating Report as it was not prepared for the purpose of
providing the basis for an investment decision relating to any of the securities
of Chemtura or its subsidiaries, or any other affiliate of
Chemtura. The Monthly Operating Report was not audited or reviewed by
independent accountants, is as prescribed by applicable bankruptcy laws, and is
subject to future adjustment and reconciliation. There can be no
assurance that, from the perspective of an investor or potential investor in
Chemtura’s securities, the Monthly Operating Report is complete. The
Monthly Operating Report also contains information for periods which are shorter
or otherwise different from those required in Chemtura’s reports pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such
information might not be indicative of Chemtura’s financial condition or
operating results for the period that would be reflected in Chemtura’s financial
statements or in its reports pursuant to the Exchange Act. Results
set forth in the Monthly Operating Report should not be viewed as indicative of
future results.
Limitation
on Incorporation by Reference
In
accordance with General Instruction B.2 of Form 8−K, the information in this
Form 8−K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for
purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated
by reference in any filing under the Exchange Act or Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.
Item 9.01. Financial Statements and
Exhibits
* * *
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Exhibit
Number
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Exhibit
Description
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99.1
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Monthly Operating Report for
August
2009.
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SIGNATURES
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.
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Chemtura Corporation
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(Registrant) |
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By:
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/s/
Billie S. Flaherty |
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Name: |
Billie
S. Flaherty |
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Title: |
SVP,
General Counsel & Secretary
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Exhibit
Number
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Exhibit
Description
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99.1
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Monthly Operating Report for
August
2009.
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