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
December
31, 2010
Date of
Report (Date of earliest event reported)
QUAKER
CHEMICAL CORPORATION
(Exact
name of Registrant as specified in its charter)
Commission
File Number 001-12019
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PENNSYLVANIA
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No.
23-0993790
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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One
Quaker Park
901
E. Hector Street
Conshohocken,
Pennsylvania 19428
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(Address
of principal executive offices)
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(Zip
Code)
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(610)
832-4000
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(Registrant’s
telephone number, including area code)
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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:
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))
Item
1.01. Entry
into a Material Definitive Agreement.
Pursuant to an agreement entered into on December 31,
2010 (the “Agreement”), by and among Quaker Chemical Corporation (the
“Company”), Summit Lubricants Inc., a New York corporation (“Summit”), and
Summit’s shareholders, Ronald Krol, Brian Caputi, Dale M. Perry and Anthony
Musilli (collectively, the “Summit Shareholders”), the Company has acquired 100%
of the stock of Summit for a purchase price of $30 million, which approximates
Summit’s anticipated 2011 net sales. The purchase price is subject to
a post-closing adjustment for the completion of a manufacturing facility and a
working capital adjustment. Of the purchase price, $4 million has
been placed in an escrow account by the Company to guard against potential
liabilities and expenses discovered post-closing. Any balance remaining in the
escrow account upon the expiration of the post-closing, 18-month escrow term
will be paid to the Summit Shareholders. In addition, the Summit
Shareholders may earn an additional sum if certain sales projections are met at
the end of 2013.
Summit is
a 47-employee, North American manufacturer and distributor of specialty greases
and lubricants. Summit’s proprietary formulations encompass a broad
spectrum of specialty greases which are sold through major grease
distributors. Additionally, it is a sole supplier of several products
utilized in military applications. Summit also performs grease toll
manufacturing for third parties and will operate as a stand-alone subsidiary of
Company. Included in the transaction are Summit’s commercial
operations and two manufacturing operations located in Batavia, New
York.
The
Agreement contains customary representations, warranties and covenants made by
the Company and Summit. Quaker funded the acquisition, which closed
on December 31, 2010, through available cash balances and borrowings from its
revolving credit facility.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
The
following exhibit is included as part of this report.
Exhibit
No.
99.1 Press
Release of Quaker Chemical Corporation dated January 3, 2011.
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.
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QUAKER
CHEMICAL CORPORATION
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Date: January
3, 2011
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By:
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/s/
Mark A. Featherstone
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Mark
A. Featherstone
Vice
President and
Chief
Financial Officer
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