SOLUTIA INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2012-07-02: Form 8-K; Period of report 2012-07-02; Description 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; 3.02 Unregistered Sales of Equity Securities; 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 2.01.
- 2012-06-29: Form 8-K; Period of report 2012-06-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2012-05-29: Form 8-K; Period of report 2012-05-29; Description 8.01 Other Events; Details 8.01.
- 2012-04-27: Form 8-K; Period of report 2012-04-27; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2012-07-02 | 8-K | 2012-07-02 | 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; 3.02 Unregistered Sales of Equity Securities; 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 | 2.01 On July 2, 2012, Solutia Inc., a Delaware corporation (the “Company”), completed its previously announced merger (the “Merger”) pursuant to the Agreement and Plan of Merger, dated January 26, 2012 (the “Merger Agreement”), by and among Eastman Chemical Company, a Delaware corporation (“Eastman”), Eagle Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Eastman (“Merger Sub”), and the Company. 3.01 On July 2, 2012, in connection with completion of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) that trading in the Company’s common stock should be suspended and the listing of the Company’s common stock on the NYSE should be removed. 3.02 Also on July 2, 2012 and following the completion of the Merger, the Company issued 24 shares of its common stock to Eastman for $244 million in a transaction exempt from the registration requirements under the Securities Act of 1933 pursuant to an exemption provided by Section 4(2) thereunder. 3.03 The information set forth under Item 2.01 of this Current Report on Form 8-K (this “Report”) is incorporated herein by reference. 5.01 A change of control of the Company occurred on July 2, 2012, upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, at which time Merger Sub merged with and into the Company. 5.02 In connection with, and at the Effective Time of, the Merger, David A. Golden, Vice President, Associate General Counsel and Secretary of Eastman and the sole director of Merger Sub, became the sole member the board of directors of the Company and all committees thereof. 5.03 In connection with the closing of the Merger, the Company’s certificate of incorporation and bylaws were amended in their entirety to be identical to the certificate of incorporation and bylaws of Merger Sub, except that the name of the Company remained “Solutia Inc.” and a provision was added to the certificate of incorporation to provide for the issuance of preferred stock. 8.01 In connection with the completion of the Merger and on July 2, 2012, the Company issued notices of redemption to holders of all of the Company’s outstanding 8 3/4% Senior Notes due 2017 (the “8 3/4% Notes”) and 77/8% Senior Notes due 2020 (the “77/8% Notes” and, together with the 8 3/4% Notes, the “Notes”), and satisfied and discharged its obligations under the respective indentures relating to the Notes (the “Redemptions”). | d374390d8k.htm |
| 2012-06-29 | 8-K | 2012-06-29 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On June 29, 2012, Solutia Inc. (the “Company”) held a special meeting of stockholders of the Company for the purpose of considering and voting on the proposals described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 25, 2012. 8.01 On June 29, 2012, the Company issued a press release announcing the results of the shareholder votes at the special meeting held on that date. | form8-k.htm |
| 2012-05-29 | 8-K | 2012-05-29 | 8.01 Other Events | 8.01 On May 29, 2012 Solutia issued a press release announcing it has set the meeting date, time and location of, and mailed the proxy statement for, the special meeting of stockholders at which they will be asked to approve the previously announced merger transaction with Eastman Chemical Company (“Eastman”). | body8-k.htm |
| 2012-04-27 | 8-K | 2012-04-27 | 2.02 Results of Operations and Financial Condition | 2.02 On April 27, 2012 Solutia issued a press release announcing its financial results for the period ended March 31, 2012. | body_8-k.htm |
| 2012-03-08 | 8-K | 2012-03-08 | 8.01 Other Events | 8.01 Attached as Exhibit 99.1 are certain communications to employees of Solutia Inc. (the “Company”) relating to the Agreement and Plan of Merger with Eastman Chemical Company (“Eastman”) and Eagle Merger Sub Corporation (“Merger Sub”), a wholly owned subsidiary of Eastman, pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Eastman (the “Merger”). | d313148d8k.htm |
| 2012-01-30 | 8-K | 2012-01-26 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.03 In connection with the approval of the Merger Agreement, the Company and the Rights Agent entered into the Amendment to the Rights Agreement, effective as of January 26, 2012. 8.01 • Transcript of Eastman’s conference call with industry analysts, made available via telephone and web broadcast on January 30, 2012, attached hereto as Exhibit 99.1. | d291098d8k.htm |
| 2012-01-27 | 8-K | 2012-01-27 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On January 27, 2012, the Company and Eastman issued a joint press release announcing the execution of the Merger Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference. | d290925d8k.htm |
| 2012-01-27 | 8-K | 2012-01-27 | 2.02 Results of Operations and Financial Condition | 2.02 On January 27, 2012 Solutia issued a press release announcing its financial results for the fourth quarter of 2011 and for the full year 2011. | form8-k.htm |