Versum Materials, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-10-07: Form 8-K; Period of report 2019-10-07; 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.
- 2019-08-06: Form 8-K; Period of report 2019-08-06; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2019-06-18: Form 8-K; Period of report 2019-06-17; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 8.01.
- 2019-06-10: Form 8-K; Period of report 2019-06-10; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-10-07 | 8-K | 2019-10-07 | 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 In connection with the completion of the Merger, on October 7, 2019, all outstanding obligations in respect of principal, interest and fees under that certain Credit Agreement, dated as of September 30, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, as borrower, the several lenders from time to time party thereto, Citibank, N.A., as administrative agent and collateral agent, and the other parties party thereto, were repaid and all commitments under the Credit Agreement were terminated. 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 On October 7, 2019, in connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that the NYSE (i) suspend trading of the Company Common Stock on the NYSE and (ii) file a notification of removal from listing on Form 25 with the SEC to delist the Company Common Stock from the NYSE and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. 5.01 The information set forth under Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. 5.02 At the Effective Time, each of the directors of the Company in office immediately prior to the Effective Time, being Guillermo Novo, Jacques Croisetière, Seifi Ghasemi, Dr. Yi Hyon Paik, Thomas J. Riordan, Susan C. Schnabel and Ambassador Alejandro D. Wolff, voluntarily resigned from the Board of Directors of the Company (the “Board”) and any committees of the Board on which they served. 5.03 At the Effective Time, the bylaws of the Company were amended and restated in their entirety in accordance with the terms of the Merger Agreement such that the bylaws of Merger Sub, as in effect immediately prior to the effective time, became the bylaws of the Company. 8.01 On October 7, 2019, the Company issued a press release announcing the completion of the Merger. | d814588d8k.htm |
| 2019-08-06 | 8-K | 2019-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2019, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal third quarter ended June 30, 2019. | vsm8-kearnings6302019.htm |
| 2019-06-18 | 8-K | 2019-06-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 8.01 On June 17, 2019, Versum issued a press release announcing results of the voting at the Versum Special Meeting held on June 17, 2019. | d711287d8k.htm |
| 2019-06-10 | 8-K | 2019-06-10 | 8.01 Other Events | 8.01 This Current Report on Form 8-K is filed in connection with the Agreement and Plan of Merger, dated as of April 12, 2019 (the “Merger Agreement”), by and among Versum Materials, Inc. (“Versum”), Merck KGaA, Darmstadt, Germany (“Parent”) and EMD Performance Materials Holding, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Versum, with Versum surviving and continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Parent (the “Merger”). | d730772d8k.htm |
| 2019-05-08 | 8-K | 2019-05-08 | 8.01 Other Events | 8.01 On May 8, 2019, Versum Materials, Inc. issued a press release announcing the June 17, 2019 special meeting of stockholders to consider and vote on various proposals necessary to adopt the previously announced Agreement and Plan of Merger with Merck KGaA, Darmstadt, Germany. | d739767d8k.htm |
| 2019-05-07 | 8-K | 2019-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2019, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal second quarter ended March 31, 2019. | vsm8-kearnings3312019.htm |
| 2019-05-01 | 8-K | 2019-04-30 | 8.01 Other Events | 8.01 On April 30, 2019, Versum Materials, Inc. issued a press release announcing the record date of May 13, 2019 for a special meeting of its stockholders to consider and vote on various proposals necessary to approve the previously announced definitive agreement with Merck KGaA, Darmstadt, Germany to acquire Versum Materials. | d740005d8k.htm |
| 2019-04-12 | 8-K | 2019-04-12 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 On April 12, 2019, Versum Materials, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Performance Materials Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). 1.02 On April 12, 2019, prior to entering into the Merger Agreement, the Company delivered to Entegris, Inc. (“Entegris”) a written notice terminating the previously announced Agreement and Plan of Merger, dated January 27, 2019, by and between the Company and Entegris (the “Entegris Merger Agreement”). 5.02 In connection with the Merger, the Company established a cash-based retention program for the benefit of the Company’s and its subsidiaries’ employees, including the Company’s executive officers. 8.01 On April 10, 2019 at 11:59 p.m., the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, for U.S. antitrust purposes expired in connection with the proposed transaction with Parent. | d725673d8k.htm |
| 2019-04-08 | 8-K | 2019-04-08 | 8.01 Other Events | 8.01 On April 8, 2019, Versum Materials, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors has received a revised proposal from Merck KGaA to acquire the Company for $53.00 per share in cash and such proposal constitutes a “Superior Proposal” as defined in the Company’s previously announced merger agreement with Entegris, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d733338d8k.htm |
| 2019-04-02 | 8-K | 2019-04-02 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On April 2, 2019, Versum Materials, Inc. (the “Company” or “Versum”) and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, entered into the Amendment and Termination (the “Amendment and Termination”) of the Rights Agreement, dated as of February 28, 2019, as amended by that certain Amendment No. 1 to Rights Agreement, dated as of March 14, 2019, by and between the Company and the Rights Agent (as amended, the “Rights Agreement”). 1.02 The information contained in Item 1.01 above is incorporated by reference into this Item 1.02. 3.03 The information contained in Item 1.01 above is incorporated by reference into this Item 3.03. 5.03 The information contained in the second paragraph of Item 3.03 above is incorporated by reference into this Item 5.03. | d668100d8k.htm |
| 2019-04-01 | 8-K | 2019-04-01 | 8.01 Other Events | 8.01 On April 1, 2019, Versum Materials, Inc. published an investor presentation. | d729276d8k.htm |
| 2019-03-29 | 8-K | 2019-03-27 | 8.01 Other Events | 8.01 On March 27, 2019, Entegris, Inc. (“Entegris”) granted Versum Materials, Inc. (“Versum”) a waiver that permits Versum to engage in discussions with, but not provide non-public information to, Merck KGaA, Darmstadt, Germany (“Merck”) for a 10-day period commencing on March 27, 2019. | d692395d8k.htm |
| 2019-03-26 | 8-K | 2019-03-26 | 8.01 Other Events | 8.01 On March 26, 2019, Versum Materials, Inc. (“Versum Materials”) issued a press release relating to the commencement by Merck KGaA, Darmstadt, Germany, on March 26, 2019, of an unsolicited conditional tender offer for all the outstanding shares of common stock of Versum Materials. | d928907d8k.htm |
| 2019-03-21 | 8-K | 2019-03-21 | 8.01 Other Events | 8.01 On March 21, 2019, Versum Materials, Inc. issued a press release announcing the commencement of mailing on or about March 22, 2019 of the definitive proxy statement and proxy cards for the Special Meeting of Versum Materials stockholders to be held on April 26, 2018 to vote on the proposed merger with Entegris, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d725494d8k.htm |
| 2019-03-19 | 8-K | 2019-03-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 In connection with the previously announced Agreement and Plan of Merger (the “Merger Agreement”) between Versum Materials, Inc. (the “Company”) and Entegris, Inc. (“Entegris”) under which the Company will merge with and into Entegris with Entegris as the surviving corporation (the “Merger”), the Company established a cash-based retention program for the benefit of the Company’s and its subsidiaries’ employees, including the Company’s executive officers. 8.01 The information set forth above under Item 5.02 is hereby incorporated by reference into this Item 8.01. | d724699d8k.htm |
| 2019-03-14 | 8-K | 2019-03-14 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders | 1.01 On March 14, 2019, Versum Materials, Inc. (the “Company”) and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent, entered into Amendment No. 1 (“Amendment No. 1”) to the Rights Agreement, dated as of February 28, 2019 (the “Rights Agreement”). 3.03 See Item 1.01, which is incorporated herein by reference. | d714209d8k.htm |
| 2019-02-28 | 8-K | 2019-02-28 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 On February 28, 2019, the Board of Directors (the “Board”) of Versum Materials, Inc. (the “Company”) adopted a stockholder rights plan, as set forth in the Rights Agreement, dated as of February 28, 2019, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement”). 3.03 See Item 1.01, which is incorporated herein by reference. 5.03 In connection with the adoption of the Rights Agreement referenced in Item 1.01, the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock of the Company (the “Certificate of Designations”). 7.01 On February 28, 2019 the Company issued a press release announcing the Board’s adoption of the Rights Agreement. | d692906d8k.htm |
| 2019-02-13 | 8-K | 2019-02-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d703878d8k.htm |
| 2019-02-04 | 8-K | 2019-02-04 | 2.02 Results of Operations and Financial Condition | 2.02 On February 4, 2019, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal first quarter ended December 31, 2018. | vsm8-kearnings123118.htm |
| 2019-01-29 | 8-K | 2019-01-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On January 29, 2019, Versum Materials, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). | january312018form8-k1.htm |
| 2019-01-29 | 8-K | 2019-01-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 27, 2019, Versum Materials, Inc. (“Versum”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Entegris, Inc. (“Entegris”). | d694663d8k.htm |
| 2019-01-28 | 8-K | 2019-01-28 | 8.01 Other Events | 8.01 On January 28, 2019, Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”) issued a joint press release announcing their entry into an agreement and plan of merger, by and between Versum and Entegris. | d697926d8k.htm |
| 2019-01-28 | 8-K | 2019-01-28 | 2.02 Results of Operations and Financial Condition | 2.02 On January 28, 2019, Versum Materials, Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results for the fiscal first quarter ended December 31, 2018. | d679702d8k.htm |
| 2018-12-11 | 8-K | 2018-12-11 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this report are presentation materials which have been prepared by Versum Materials, Inc. (the “Company”) to be used in previously planned investor presentations to be made following the filing of this report. | form8-k12112018.htm |
| 2018-11-06 | 8-K | 2018-11-06 | 2.02 Results of Operations and Financial Condition | 2.02 On November 6, 2018, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal year and fourth quarter ended September 30, 2018. | vsm8-kearnings9302018.htm |
| 2018-10-12 | 8-K | 2018-10-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Patrick Loughlin, Senior Vice President, Operations and Supply Chain of Versum Materials, Inc. (the “Company”), will be departing the Company on October 31, 2018 in order to pursue other opportunities. | form8-k10082018.htm |
| 2018-09-28 | 8-K | 2018-09-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 (b) On September 26, 2018, as part of a planned transition of human resources responsibilities, the Board of Directors of Versum Materials, Inc. changed Michael W. Valente's title to Senior Vice President, General Counsel and Secretary, effective as of October 8, 2018. 8.01 On September 26, 2018, the Company appointed Meili Chen as Vice President, Human Resources, effective as of October 8, 2018. | form8-k09262018.htm |
| 2018-08-07 | 8-K | 2018-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2018, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal third quarter ended June 30, 2018. | vsm8-kearnings6302018.htm |
| 2018-05-14 | 8-K | 2018-05-14 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this report are presentation materials which have been prepared by Versum Materials, Inc. (the “Company”) to be used in one or more presentations following the filing of this report. | form8-k5142018.htm |
| 2018-05-08 | 8-K | 2018-05-08 | 2.02 Results of Operations and Financial Condition | 2.02 On May 8, 2018, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal second quarter ended March 31, 2018. | vsm8-kearnings3312018.htm |
| 2018-02-06 | 8-K | 2018-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 Attached as Exhibit 99.1 to this Current Report on Form 8-K are investor presentation materials which have been prepared by Versum Materials, Inc. (the “Company”) with respect to the Company's results of operations for its fiscal first quarter ended December 31, 2017. | vsm8-k262018.htm |
| 2018-02-06 | 8-K | 2018-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 On February 6, 2018, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal first quarter ended December 31, 2017. | vsm8-kearnings12312017.htm |
| 2018-01-31 | 8-K | 2018-01-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On January 30, 2018, Versum Materials, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Amended and Restated Long-Term Incentive Plan (the “Amended LTIP”). 5.07 The Company held the Annual Meeting on January 30, 2018. | january312018form8-k.htm |
| 2018-01-17 | 8-K | 2018-01-17 | 7.01 Regulation FD Disclosure | 7.01 Attached as Exhibit 99.1 to this report are presentation materials which have been prepared by Versum Materials, Inc. (the “Company”) to be used in one or more presentations following the filing of this report. | form8-k1162018.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2017, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal year and fourth quarter ended September 30, 2017. | vsm8-kearnings9302017.htm |
| 2017-10-31 | 8-K | 2017-10-31 | 8.01 Other Events | 8.01 On October 31, 2017, Versum Materials, Inc. (the “Company”) issued a press release announcing that the Company will host its 2018 annual meeting of stockholders at 9:00 a.m. | vsm8kforannualmeetingdate.htm |
| 2017-10-10 | 8-K | 2017-10-10 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 10, 2017, the Company issued a press release announcing the completion of the repricing of the Credit Agreement. | vsmform8k.htm |
| 2017-08-01 | 8-K | 2017-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2017, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal third quarter ended June 30, 2017. | vsm8-kearnings6302017.htm |
| 2017-07-11 | 8-K | 2017-07-11 | 8.01 Other Events | 8.01 On July 11, 2017, Versum Materials, Inc. (the "Company") issued a press release announcing that it had signed a definitive agreement to acquire Dynaloy, LLC from Eastman Chemical Company. | a061117form8-k.htm |
| 2017-05-26 | 8-K | 2017-05-24 | 8.01 Other Events | 8.01 On May 24, 2017, the independent members of the Board of Directors appointed current board member, Ambassador Alejandro D. Wolff, lead director. | a052417form8-k.htm |
| 2017-05-02 | 8-K | 2017-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2017, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal second quarter ended March 31, 2017. | vsm8-kearnings3312017.htm |
| 2017-03-22 | 8-K | 2017-03-21 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Versum Materials, Inc. (the "Company") held its Annual Meeting of Stockholders on March 21, 2017. | march212017form8-k.htm |
| 2017-02-13 | 8-K | 2017-02-13 | 2.02 Results of Operations and Financial Condition | 2.02 On February 13, 2017, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal first quarter ended December 31, 2016. | vsm8-kearnings12312016.htm |
| 2016-12-12 | 8-K | 2016-12-12 | 7.01 Regulation FD Disclosure | 7.01 On December 12, 2016, Versum Materials, Inc. (the “Company”) posted an investor presentation on the Investor Relations section of the Company’s website at www.versummaterials.com. | vsm8-k121216.htm |
| 2016-12-05 | 8-K | 2016-11-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On November 29, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Versum Materials, Inc. (the “Company”) granted a “target” number of performance-based restricted stock units (“PSUs”) to each of the Company’s named executive officers under the Company’s Long-Term Incentive Plan (the “LTIP”) in the following amounts: Guillermo Novo, President and Chief Executive Officer - 47,972 PSUs; George G. Bitto, Senior Vice President and Chief Financial Officer - 15,649 PSUs; Michael W. Valente, Senior Vice President Law and Human Resources, General Counsel and Secretary - 11,476 PSUs; and Patrick F. Loughlin, Senior Vice President, Operations and Supply Chain - 6,150 PSUs. | vsm8-knovember292016.htm |
| 2016-12-01 | 8-K | 2016-12-01 | 2.02 Results of Operations and Financial Condition | 2.02 On December 1, 2016, Versum Materials, Inc. (the “Company”) issued a press release announcing the Company’s results of operations for its fiscal year and fourth quarter ended September 30, 2016. | vsm8-kearnings10312016.htm |
| 2016-11-04 | 8-K | 2016-11-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On November 1, 2016, the Compensation Committee of the Board of Directors of Versum Materials, Inc. (the “Company”) approved grants of service-based restricted stock units (“RSUs”) to each of the Company’s named executive officers under the Company’s Long-Term Incentive Plan in the following amounts: Guillermo Novo, President and Chief Executive Officer - 146,372 RSUs; George G. Bitto, Senior Vice President and Chief Financial Officer - 47,730 RSUs; Michael W. Valente, Senior Vice President Law and Human Resources, General Counsel and Secretary - 47,730 RSUs; and Patrick F. Loughlin, Senior Vice President, Operations and Supply Chain - 12,728 RSUs. | form8-knov12016.htm |
| 2016-10-04 | 8-K | 2016-09-29 | 1.01 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 Registrant; 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; 8.01 Other Events | 1.01 On September 29, 2016, Versum Materials, Inc. (the “Company” or “Versum”) entered into a separation agreement (the “Separation Agreement”) with Air Products and Chemicals, Inc. (“Air Products”), pursuant to which Air Products agreed to sell its Electronic Materials business to the Company (the “Separation”) and distribute to Air Products stockholders all of the issued and outstanding shares of common stock of the Company on the basis of one-half share of common stock of the Company for each share of Air Products common stock issued and outstanding in a distribution intended to be tax-free to Air Products stockholders (the “Distribution”). 2.03 The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03 as if fully set forth herein. 5.01 Immediately prior to the Separation, the Company was a 100% owned subsidiary of Air Products. 8.01 On October 3, 2016, the Company issued a press release announcing the completion of the Distribution and the start of the Company’s operations as an independent company. | d278504d8k.htm |
| 2016-09-22 | 8-K | 2016-09-21 | 8.01 Other Events | 8.01 On September 21, 2016, Versum Materials, Inc. (“Versum”), a wholly-owned subsidiary of Air Products and Chemicals, Inc. (“Air Products”), issued a press release announcing the pricing of the previously announced offering under Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), of $425 million aggregate principal amount of 5.50% senior notes due 2024 (the “Notes”). | d245259d8k.htm |
| 2016-09-19 | 8-K | 2016-09-14 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 On September 15, 2016, the Board of Directors (the “Board”) of Versum Materials, Inc. (the “Company”) approved a resolution that, effective as of October 1, 2016, immediately prior to the distribution of the Company’s outstanding common stock held by Air Products and Chemicals, Inc. (“Air Products”) to Air Products’ stockholders (the “Distribution”), the Certificate of Incorporation of the Company will be amended and restated (the “Amended and Restated Certificate of Incorporation”) and the Bylaws of the Company will be amended and restated (the “Amended and Restated Bylaws”). 8.01 The Company previously filed with the SEC a registration statement on Form 10, initially filed on December 18, 2015 (as amended, the “Registration Statement”), relating to the separation of the Company from Air Products and the Distribution. | d252377d8k.htm |
| 2016-09-15 | 8-K | 2016-09-14 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced separation of the Electronic Materials Division of Air Products and Chemicals, Inc. (“Air Products”) to form Versum Materials, Inc. (the “Company”), the Company and Air Products made available certain printed materials to investors containing information that had previously been made publicly available in Versum’s Registration Statement on Form 10 or otherwise. | d254469d8k.htm |