UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
June 19, 2015
Date of Report (Date of Earliest Event Reported)
The Chemours Company
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-36794 | 46-4845564 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1007 Market Street
Wilmington, Delaware, 19899
(Address of principal executive offices)
Registrant’s telephone number, including area code: (302) 773-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
| Compensatory Arrangements of Certain Officers. |
Effective as of June 19, 2015, the Board of Directors (the “Board”) of The Chemours Company (“Chemours”) expanded its size from three directors to four directors and Curtis J. Crawford was appointed to the Board and appointed to Chemours’ audit committee. In connection with the completion of Chemours’ previously announced separation from E. I. du Pont de Nemours and Company (“DuPont”), which is expected to occur on July 1, 2015, Mr. Crawford will be appointed to Chemours’ nominating and corporate governance committee, effective at the time of the separation, to serve as its chairman. Additional information regarding Mr. Crawford is included in the section entitled “Management” in Chemours’ Information Statement, filed as Exhibit 99.1 to Chemours’ Registration Statement on Form 10, as amended (File No. 001-36794), filed with the Securities and Exchange Commission (the “Registration Statement”) and is incorporated by reference into this Item 5.02.
Mr. Crawford, as a non-employee director, will receive the director compensation described in the Registration Statement, including any additional compensation for services as chairperson of a committee. There are no arrangements or understandings between Mr. Crawford and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Crawford that would be required to be reported under Item 404(a) of Regulation S-K.
The election of Mr. Crawford to the Board and the audit committee became effective immediately prior to the time “when-issued” trading of Chemours common stock began on the New York Stock Exchange, in accordance with New York Stock Exchange rules. The Board has determined that Mr. Crawford qualifies as an independent director under the director independence standards set forth in the rules and regulations of the SEC and the applicable listing standards of the New York Stock Exchange and that Mr. Crawford satisfies the financial literacy and other requirements to be considered an audit committee financial expert under the rules and regulations of the SEC and the applicable listing standards of the New York Stock Exchange.
| Item 8.01 | Other Events. |
On June 19, 2015, in connection with the anticipated separation of DuPont’s Performance Chemicals segment through the planned spin-off of Chemours on July 1, 2015, Chemours common stock commenced “when-issued” trading on the New York Stock Exchange under the ticker symbol “CC WI”.
A joint press release by DuPont and Chemours announcing these events is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Joint Press Release of E. I. du Pont de Nemours and Company and The Chemours Company, dated June 19, 2015 | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CHEMOURS COMPANY | ||
| By: | /s/ Mark Newman | |
| Mark Newman Senior Vice President and Chief Financial Officer | ||
June 19, 2015
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Joint Press Release of E. I. du Pont de Nemours and Company and The Chemours Company, dated June 19, 2015 | |
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Exhibit 99.1
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| Contacts: | DuPont Dan Turner Head of Global Media Relations 302-996-8372 daniel.a.turner@dupont.com |
The Chemours Company (a DuPont subsidiary) Robert Dekker Global Corporate Communications Leader 302-773-4509 robert.dekker@chemours.com
Alisha Bellezza Director of Investor Relations 302-773-2263 alisha.bellezza@chemours.com |
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DuPont Announces “When-Issued” Trading of
The Chemours Company Common Stock in Connection with Planned Spin-Off
WILMINGTON, Del., June 19, 2015 – DuPont announced that, in connection with the separation of its Performance Chemicals segment through the planned spin-off of The Chemours Company (“Chemours”) on July 1, 2015, Chemours common stock will today begin “when-issued” trading on the New York Stock Exchange under the ticker symbol “CC WI”.
Chemours, a global leader in titanium technologies, fluoroproducts and chemical solutions, is expected to begin “regular way” trading on the New York Stock Exchange under the ticker symbol “CC” on July 1, 2015.
As previously announced, on June 5, 2015, the DuPont board of directors declared a pro rata dividend to DuPont common stockholders of record as of 5:00 p.m. ET on June 23, 2015, the record date. As a result, on July 1, 2015, DuPont common stockholders will receive one share of common stock of Chemours for every five shares of DuPont common stock they hold on the record date. Fractional shares of Chemours common stock will not be distributed to DuPont common stockholders. Instead, the fractional shares of Chemours common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in cash payments to the DuPont common stockholders who otherwise would have received fractional shares of Chemours common stock.
No action is required by DuPont common stockholders to receive the distributed shares of Chemours common stock. DuPont stockholders who hold DuPont common stock on the record date and do not sell those shares “regular-way” prior to the distribution date will receive a book-entry account statement reflecting their ownership of Chemours common stock or their brokerage account will be credited with Chemours shares. An Information Statement containing details regarding the distribution of Chemours common stock and Chemours’ business and management following the consummation of the distribution will be mailed to DuPont common stockholders prior to the distribution date.
For U.S. federal income tax purposes, DuPont U.S. common stockholders (other than those subject to special rules) generally should not recognize gain or loss as a result of the distribution, except with respect to cash received in lieu of fractional shares of Chemours. DuPont common stockholders are urged to consult with their tax advisors with respect to the U.S. federal, state and local or foreign tax consequences, as applicable, of the distribution.
The Chemours Company is a global leader in titanium technologies, fluoroproducts and chemical solutions, providing its customers in a wide range of industries with market-defining products, application expertise and, chemistry-based innovations. Chemours ingredients are found in plastics and coatings, refrigeration and air conditioning, mining and oil refining operations and general industrial manufacturing. Our flagship products include prominent brands such as Teflon®, Ti-Pure®, Krytox®, Viton®, Opteon® and Nafion®. Chemours has approximately 9,000 employees across 37 manufacturing sites serving more than 5,000 customers in North America, Latin America, Asia-Pacific and Europe. Chemours is headquartered in Wilmington, Del.
DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of innovative products, materials, and services since 1802. The company believes that by collaborating with customers, governments, NGOs, and thought leaders we can help find solutions to such global challenges as providing enough healthy food for people everywhere, decreasing dependence on fossil fuels, and protecting life and the environment.
Forward-Looking Statements: This document contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “believes,” “intends,” “estimates,” “anticipates” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about growth strategies, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures, financial results and the anticipated date for Chemours common stock to begin trading on a “regular-way” basis on the NYSE, are forward looking statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties. Some of the important factors that could cause actual results to differ materially from those projected in any such forward looking statements are: (i) risks related to the anticipated timing of the separation through spin-off of Chemours, (ii) risks that the conditions to the separation are not satisfied, (iii) the risk that the expected benefits from the separation may not be fully realized or may take longer to realize than expected; (iv) continued validity of a private letter ruling from the IRS, which DuPont has received from the IRS, and the receipt and continued validity of a tax opinion, in form and substance acceptable to DuPont, and (v) additional factors described in DuPont’s and Chemours’ filings with the SEC. Neither DuPont nor Chemours undertakes any duty to update such forward-looking statements as a result of future developments or new information.
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6/19/15
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