SCHULMAN A INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-08-21: Form 8-K; Period of report 2018-08-21; Description 8.01 Other Events; Details 8.01.
- 2018-08-21: Form 8-K; Period of report 2018-08-21; Description 1.01 Entry into a Material Definitive Agreement; 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; Details 1.01.
- 2018-06-14: Form 8-K; Period of report 2018-06-14; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2018-04-18: Form 8-K; Period of report 2018-04-18; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-08-21 | 8-K | 2018-08-21 | 8.01 Other Events | 8.01 On August 20, 2018, as permitted by the terms of the Merger Agreement, the Company’s board of directors announced a “stub period” dividend on shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), relating to the period beginning on July 14, 2018 (the date following the record date for the regular quarterly dividend that was paid on August 1, 2018) and ending on the day immediately prior to the Closing Date. | d612277d8k.htm |
| 2018-08-21 | 8-K | 2018-08-21 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 1.02 On the Closing Date, in connection with the previously announced Merger, LYB, on behalf of the Company, repaid in full all outstanding amounts under that certain credit agreement, dated as of June 1, 2015 (as amended), by and among the Company, A. Schulman Holdings S.a.r.l., JPMorgan Chase Bank, N.A. as administrative agent and collateral agent, and J.P. Morgan Europe Limited, as global agent, the other foreign borrowers from time to time party thereto and the lenders named therein. 2.01 The information set forth in the Introductory Note and under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 The information set forth in the Introductory Note and under Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introductory Note and under Items 1.01, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and under Items 1.01, 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 In connection with the consummation of the Merger (and not as a result of any disagreement with the Company), at the Effective Time, each of the Company’s directors immediately prior to the Effective Time ceased to be directors of the Company. 5.03 As of the Effective Time, the Restated Certificate of Incorporation, as Amended, of the Company was amended and restated by the Third Amended and Restated Certificate of Incorporation of the Company filed with the Certificate of Merger merging Merger Sub with and into the Company, with the Company continuing as the surviving corporation. | d609354d8k.htm |
| 2018-06-14 | 8-K | 2018-06-14 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On June 14, 2018, A. Schulman, Inc., a Delaware corporation (“A. Schulman”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in detail in A. Schulman’s definitive proxy statement filed with the SEC on May 11, 2018 and supplemented by A. Schulman’s proxy supplement filed on May 30, 2018. 8.01 On June 14, 2018, A. Schulman issued a press release announcing the results of the Special Meeting. | d581458d8k.htm |
| 2018-04-18 | 8-K | 2018-04-18 | 8.01 Other Events | 8.01 On April 18, 2018, A. Schulman, Inc. (“A. Schulman”) issued a press release announcing that it had established a record date of May 7, 2018, and a meeting date of June 14, 2018, for a special meeting of its stockholders to, among other things, consider and vote on a proposal to adopt the previously announced Agreement and Plan of Merger with LyondellBasell Industries N.V. and LYB Americas Holdco Inc., a wholly owned subsidiary of LyondellBasell, under which LyondellBasell will acquire A. Schulman. | shlm-20180418x8k.htm |
| 2018-03-28 | 8-K | 2018-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 27, 2018, A. Schulman, Inc. (the “Company”) entered into an Amendment of Employment Agreement with Joseph M. Gingo, the Company’s Chief Executive Officer, President and Chairman (the “Gingo Amendment”), which amended the employment agreement originally entered into as of September 22, 2016 by and between the Company and Mr. Gingo (the “Gingo Agreement”). | shlm-201803278k.htm |
| 2018-03-28 | 8-K | 2018-03-28 | 2.02 Results of Operations and Financial Condition | 2.02 On March 28, 2018, A. Schulman, Inc. (the “Company”) announced earnings for the quarter ended February 28, 2018. | shlm180404pressrelease.htm |
| 2018-02-15 | 8-K | 2018-02-15 | 1.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On February 15, 2018, A. Schulman, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LyondellBasell Industries N.V., a naamloze vennootschap (a public limited liability company) formed under the laws of The Netherlands (“Parent”), and LYB Americas Holdco Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). 5.03 “Article VIII, Section 7. 7.01 On February 15, 2018, the Company and Parent issued a joint press release announcing that the parties had entered into a definitive agreement for the acquisition of the Company by Parent in the Merger pursuant to Merger Agreement. | d437735d8k.htm |
| 2018-01-08 | 8-K | 2018-01-08 | 2.02 Results of Operations and Financial Condition | 2.02 On January 8, 2018, A. Schulman, Inc. (the “Company”) announced earnings for the quarter ended November 30, 2017. | shlm180108pressrelease.htm |