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): October 19, 2009
MERCER INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
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000-51826
(Commission File Number)
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47-0956945
(I.R.S. Employer Identification No.) |
Suite 2840, 650 West Georgia Street, Vancouver, British Columbia, Canada V6B 4N8
(Address of Office)
(604) 684-1099
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER EVENTS.
In connection with the filing of a registration statement on Form S-3 with the Securities and
Exchange Commission (the “SEC”), Mercer International Inc. (the “Company”) is filing
this Current Report on Form 8-K with the SEC to update the Company’s audited financial statements
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed
with the SEC on March 2, 2009 (the “2008 Form 10-K”) to reflect, for all periods presented, the
retrospective adoption, effective January 1, 2009, of Financial Accounting Standards Board
Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of
ARB No. 51 (“FAS 160”).
FAS 160 establishes accounting and reporting standards for the noncontrolling interest in a
subsidiary, previously referred to as minority interest. Among other matters, FAS 160 requires that
noncontrolling interests be reported within the equity section of the balance sheet and that the
amounts of consolidated net income or loss and consolidated comprehensive income or loss
attributable to the parent company and the noncontrolling interests be clearly presented
separately in the consolidated financial statements. Also, pursuant to FAS 160, where appropriate,
losses will be allocated to noncontrolling interests even when that allocation may result in a
deficit equity balance. While the accounting provisions of FAS 160 are being applied prospectively
beginning January 1, 2009, the presentation and disclosure requirements have been applied
retrospectively. Upon adoption of FAS 160, the Company reclassified minority interests in its
consolidated balance sheet from other noncurrent liabilities to noncontrolling interest in the
equity section. Additionally, the Company changed the way noncontrolling interests are presented
within the consolidated statement of operations such that the statement of operations reflects
results attributable to both the Company’s interests and noncontrolling interests. The results
attributable to the Company’s interests did not change upon the adoption of FAS 160.
On May 1, 2009 and July 31, 2009, the Company filed Quarterly Reports on Form 10-Q for the periods
ended March 31, 2009 and June 30, 2009, respectively (collectively, the “2009 Form 10-Qs”), which
reflected the adoption of FAS 160 as further described in the notes to the interim consolidated
financial statements included in those filings.
The following sections of the 2008 Form 10-K are being updated in this Current Report on Form 8-K to
reflect the retrospective adoption of FAS 160 (such sections are filed as Exhibit 99.1 hereto and
incorporated by reference herein):
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Part II— Item 8. Financial Statements and Supplementary Data. |
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Part II— Item 9A. Controls and Procedures. |
The Company has included the entire text of the affected sections. No sections of the 2008
Form 10-K other than as identified above are being revised by this filing. Information in the
2008 Form 10-K is generally stated as of December 31, 2008 and this filing does not reflect any
subsequent information or events other than the adoption of the accounting pronouncements and the
reclassification of certain prior year amounts to conform to current presentation. Without
limitation of the foregoing, this filing does not purport to update the Management’s Discussion and
Analysis of Financial Condition and Results of Operations contained in the 2008 Form 10-K for any
information, uncertainties, transactions, risks, events or trends occurring, or known to
management. More current information is included in the Company’s other filings with the SEC. This
Current Report on Form 8-K should be read in conjunction with the 2008 Form 10-K, the 2009 Form
10-Qs and the Company’s other filings with the SEC. Other filings contain important information
regarding events, developments and updates to certain events and expectations of the Company that
have occurred since the filing of the 2008 Form 10-K and the 2009 Form 10-Qs.