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SCHULMAN A INC Form 8-K: Current report, 2015

SCHULMAN A INC Form 8-K: Current report

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

  • 2015-12-11: Form 8-K; Period of report 2015-12-11; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
  • 2015-11-30: Form 8-K/A; Period of report 2015-11-30; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2015-11-30: Form 8-K; Period of report 2015-11-30; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2015-10-21: Form 8-K; Period of report 2015-10-20; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-12-118-K2015-12-115.07 Submission of Matters to a Vote of Security Holders5.07 On December 11, 2015, A. Schulman, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) for the purposes of: (i) electing ten directors for a term expiring at the 2016 Annual Meeting of Stockholders; (ii) ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2016; and (iii) approving, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in its proxy statement.shlm2015121115.htm
2015-11-308-K/A2015-11-307.01 Regulation FD Disclosure7.01 On November 30, 2015, A. Schulman, Inc. (the “Company”) announced that it had received from Joseph M. Gingo, the Chairman of the Company’s Board of Directors, his resignation as a member of the Nominating and Corporate Governance Committee (the “Committee”).shlm2015113015v2.htm
2015-11-308-K2015-11-307.01 Regulation FD Disclosure7.01 On November 30, 2015, A. Schulman, Inc. (the “Company”) announced that it had received from Joseph M. Gingo, the Chairman of the Company’s Board of Directors, his resignation as a member of the Nominating and Corporate Governance Committee (the “Committee”).shlm2015113015.htm
2015-10-218-K2015-10-202.02 Results of Operations and Financial Condition2.02 On October 20, 2015, A. Schulman, Inc. (the “Company”) announced earnings for the quarter and fiscal year ended August 31, 2015.shlm151020pressrelease.htm
2015-10-158-K2015-10-155.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 14, 2015, the Compensation Committee of the Board of Directors of the Company confirmed the 2016 fiscal year cash bonus plan (“2016 Bonus Plan”) for the Company’s executive officers, including its current Named Executive Officers (“NEOs”).schulman-form8xkfiscal2016.htm
2015-09-038-K2015-09-037.01 Regulation FD Disclosure7.01 On September 3, 2015, A. Schulman, Inc. made a presentation to a group of industry analysts and investors at the KeyBanc Basic Materials and Packaging Conference.shlm150903pressrelease.htm
2015-08-108-K/A2015-06-018.01 Other Events8.01 On June 1, 2015, the Company issued a press release (the “Press Release”) announcing the consummation of the Transaction (as defined in the Original 8-K).d23808d8ka.htm
2015-07-068-K2015-07-062.02 Results of Operations and Financial Condition2.02 On July 6, 2015, A. Schulman, Inc. (the “Company”) announced earnings for the quarter ended May 31, 2015.shlm150706pressrelease.htm
2015-06-038-K2015-06-011.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.01 On June 1, 2015, the Company acquired all of the issued and outstanding shares of capital stock of Citadel for $800 million (the “Transaction”).
2.03 The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
8.01 On June 1, 2015, the Company issued a press release (the “Press Release”) announcing the consummation of the Transaction.
d935749d8k.htm
2015-05-288-K2015-05-261.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
d934893d8k.htm
2015-05-088-K2015-05-078.01 Other Events8.01 On May 7, 2015, A. Schulman, Inc. (the “Company”) issued a press release (the “Press Release”) relating to the Company’s pricing of $375 million aggregate principal amount of 6.875% Senior Notes due 2023 (the “Notes”), pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”).d922904d8k.htm
2015-05-048-K2015-05-048.01 Other Events8.01 On May 4, 2015, A. Schulman, Inc. (the “Company”) issued a press release (the “Press Release”) relating to the Company’s proposed offering of $375 million aggregate principal amount of Senior Notes due 2023 (the “Notes”), pursuant to a confidential offering memorandum in a private placement under Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”).d918492d8k.htm
2015-05-048-K2015-04-283.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events3.03 On May 4, 2015, A. Schulman, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Designation, Preferences, Rights and Limitations (the “Certificate of Designation”) for the purpose of amending its Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of 125,000 shares of the Company’s 6.00% Cumulative Perpetual Convertible Special Stock, without par value (the “Convertible Special Stock”).
5.03 On May 4, 2015, the Company filed the Certificate of Designation with the Delaware Secretary of State, establishing and fixing the rights and preferences of 125,000 shares of Convertible Special Stock.
d920013d8k.htm
2015-04-278-K2015-04-278.01 Other Events8.01 As previously disclosed, A. Schulman, Inc. (the “Company”) has entered into a Stock Purchase Agreement, dated March 15, 2015, among the Company, HGGC Citadel Plastics Holdings, Inc. (“Citadel”), Citadel Plastics Holdings, LLC and certain other individuals party thereto pursuant to which the Company agreed to purchase all of the issued and outstanding shares of capital stock of Citadel (the “Acquisition”).d914880d8k.htm
2015-04-278-K2015-04-278.01 Other Events8.01 Historically, A. Schulman, Inc. (the “Company”) disclosed the following three reportable segments: Europe, Middle East and Africa; the Americas; and Asia Pacific.d908777d8k.htm
2015-04-278-K2015-04-277.01 Regulation FD Disclosure7.01 Historically, A. Schulman, Inc. (the “Company”) disclosed the following three reportable segments: Europe, Middle East and Africa; the Americas; and Asia Pacific.d914873d8k.htm
2015-04-068-K2015-04-062.02 Results of Operations and Financial Condition2.02 On April 6, 2015, A. Schulman, Inc. (the “Company”) announced earnings for the quarter ended February 28, 2015.shlm150406pressrelease.htm
2015-04-068-K2015-04-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective April 1, 2015, the Board of Directors of A. Schulman, Inc. (the “Company”) appointed Kristopher R. Westbrooks as the Company’s principal accounting officer in addition to his position as Corporate Controller, under the title Vice President, Chief Accounting Officer and Corporate Controller.shlm150402pressrelease.htm
2015-03-238-K/A2015-03-232.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On March 23, 2015, A. Schulman, Inc. (the “Company”) issued a press release updating its 2015 full-year adjusted net income guidance to $2.50 to $2.55 per diluted share, reflecting the impact of the continuing steep decline of the euro and other foreign currencies.
7.01 The disclosure set forth above in response to Item 2.02 is also provided in response to Item 7.01.
shlm150323pressrelease8ka.htm
2015-03-238-K2015-03-237.01 Regulation FD Disclosure7.01 On March 23, 2015, A. Schulman, Inc. (the “Company”) issued a press release updating its 2015 full-year adjusted net income guidance to $2.50 - $2.55 per diluted share, reflecting the impact of the continuing steep decline of the euro and other foreign currencies.shlm20150320pressrelease.htm
2015-03-168-K2015-03-161.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 On March 16, 2015, A. Schulman, Inc. (the “Company”) announced that it has agreed to purchase all of the issued and outstanding shares of capital stock of HGGC Citadel Plastics Holdings, Inc. (“Citadel”), a North American specialty engineered plastics company that produces thermoset composites and thermoplastic compounds for specialty product applications (the “Transaction”).
7.01 On March 16, 2015, the Company will give an investor presentation to certain analysts and institutional investors in connection with a press conference to be held in connection with its entry into the Agreement.
8.01 On March 16, 2015, the Company issued a press release (the "Press Release") announcing its entry into the Agreement.
shlm150316pressrelease.htm
2015-01-068-K2015-01-062.02 Results of Operations and Financial Condition2.02 On January 6, 2015, A. Schulman, Inc. (the “Company”) announced earnings for the quarter ended November 30, 2014.shlm150106pressrelease.htm