CALGON CARBON Corp Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

2018-03-14: Form 8-K; Period of report 2018-03-12; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
2018-03-12: Form 8-K; Period of report 2018-03-09; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
2018-03-06: Form 8-K; Period of report 2018-03-05; Description 8.01 Other Events; Details 8.01.
2018-03-01: Form 8-K; Period of report 2018-03-01; Description 2.02 Results of Operations and Financial Condition; Details 2.02.

Filed	Form	Period of report	Description	Details	Document
2018-03-14	8-K	2018-03-12	5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	5.02 On March 9, 2018, Kuraray Co., Ltd., a company organized under the laws of Japan (“Kuraray”), completed its previously announced acquisition (the “merger”) of Calgon Carbon Corporation, a Delaware corporation (the “Company”).	d502517d8k.htm
2018-03-12	8-K	2018-03-09	1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events	1.02 On March 9, 2018, in connection with the completion of the merger, the Company terminated the First Amended and Restated Credit Agreement, dated as of October 4, 2016, by and among the Company, the other borrowers thereto, the guarantors thereto, the lender parties thereto and PNC Bank, National Association, as administrative agent, as amended by that certain (i) First Amendment to First Amended and Restated Credit Agreement, dated February 24, 2017 and (ii) Second Amendment and Consent to First Amended and Restated Credit Agreement, dated as of September 21, 2017 (the “Credit Agreement”). 2.01 The information set forth under the section of this Current Report on Form 8-K above entitled “Introductory Note” is incorporated herein by reference. 3.01 As a result of the merger, all of the issued and outstanding stock of the Company is currently owned by Parent. 3.03 The information set forth under the section entitled “Introductory Note”, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 A change in control of the Company occurred on March 9, 2018 when, pursuant to the terms of the merger agreement, Merger Sub merged with and into the Company, with the Company surviving the merger. 5.02 Pursuant to the merger, effective as of the effective time, each of J. Rich Alexander, William J. Lyons, Louis S. Massimo, William R. Newlin, John J. Paro, Julie S. Roberts, Timothy G. Rupert and Donald C. Templin ceased to be directors of the Company. 5.03 Pursuant to the merger agreement, at the effective time, the certificate of incorporation of the Company and the bylaws of the Company were amended and restated in their entirety. 8.01 Pursuant to the merger agreement and subject to the terms and conditions thereof, at the effective time, each outstanding Company restricted stock unit, performance stock unit and phantom unit, whether or not vested, was deemed to be fully vested, cancelled and converted into the right of the holder to receive to receive a certain amount of cash, in each case as described in the merger agreement.	d463605d8k.htm
2018-03-06	8-K	2018-03-05	8.01 Other Events	8.01 As previously disclosed, on September 21, 2017, Calgon Carbon Corporation (the “Company”), Kuraray Co., Ltd., a company organized under the laws of Japan (“Kuraray”), Kuraray Holdings U.S.A., Inc., a Delaware corporation (“Parent”) and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “merger agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray (the “merger”).	d527464d8k.htm
2018-03-01	8-K	2018-03-01	2.02 Results of Operations and Financial Condition	2.02 On March 1, 2018, Calgon Carbon Corporation issued a Press Release announcing its results for the fourth fiscal quarter ended December 31, 2017.	a51766434.htm
2018-01-22	8-K	2018-01-19	8.01 Other Events	8.01 As previously disclosed, on September 21, 2017, Calgon Carbon Corporation (the “Company”), Kuraray Co., Ltd., a company organized under the laws of Japan (“Kuraray”), Kuraray Holdings U.S.A., Inc., a Delaware corporation (“Parent”) and KJ Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “merger agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Kuraray (the “merger”).	d500725d8k.htm