Created in Tahoma
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
May 4, 2011
Date of Report (Date of earliest event reported)
QUAKER CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File Number 001-12019
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PENNSYLVANIA
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No. 23-0993790
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One Quaker Park
901 E. Hector Street
Conshohocken, Pennsylvania 19428
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(Address of principal executive offices)
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(Zip Code)
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(610) 832-4000
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or former address, if changed since last report)
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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:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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INFORMATION TO BE INCLUDED IN THE REPORT
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Item 7.01.
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Regulation FD Disclosure
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On May 4, 2011, Quaker Chemical Corporation (the “Company”) issued a press release announcing that it was commencing a public offering of shares of its common stock.
The Company’s press release is filed as Exhibit 99.1 to this report. Information included in this report, and in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in the filing.
The press release furnished as an exhibit to this report includes forward-looking statements within the meaning of the Securities Act and the Exchange Act. Such forward-looking statements are subject to certain risks and uncertainties, as disclosed by the Company from time to time in its filings with the Securities and Exchange Commission. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements. Except as required by law, we disclaim any obligation to publicly update or revise forward-looking statements after the date of this report to conform them to actual results.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibit is included as part of this report:
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Exhibit No.
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99.1
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Press Release: Quaker Chemical Corporation Announces Proposed Public Offering of Common Stock
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SIGNATURE
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.
| QUAKER CHEMICAL CORPORATION
Registrant
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Date: May 4, 2011
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By:
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/s/ Mark A. Featherstone | |
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Mark A. Featherstone
Vice President and
Chief Financial Officer
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For Release:
Immediate
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NEWS
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Contact:
Mark A. Featherstone
Vice President and
Chief Financial Officer
610-832-4160
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QUAKER CHEMICAL CORPORATION ANNOUNCES
PROPOSED PUBLIC OFFERING OF COMMON STOCK
May 4, 2011
CONSHOHOCKEN, PA – Quaker Chemical Corporation (NYSE:KWR) today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. All of the shares in the offering are to be sold by Quaker. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Jefferies & Company, Inc. is acting as sole book-running manager for the proposed offering. Janney Montgomery Scott LLC is acting as co-lead manager for the proposed offering. KeyBanc Capital Markets Inc. is acting as co-manager for the proposed offering.
A shelf registration statement relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and is effective. A preliminary prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained from Equity Syndicate Prospectus Department, Jefferies & Company, Inc., 520 Madison Avenue, 12th Floor, New York, NY, 10022, at 877-547-6340, and at Prospectus_Department@Jefferies.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Quaker
Quaker Chemical Corporation is a global provider of process chemicals, chemical specialties, services, and technical expertise to a wide range of industries – including steel, aluminum, automotive, mining, aerospace, tube and pipe, coatings and construction materials.
Forward-Looking Statements
Certain of the statements made in this press release are forward looking, such as those, among others relating to Quaker’s expectations regarding the completion of the proposed public offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the proposed public offering. There can be no assurance that Quaker will be able to complete the proposed public offering on terms satisfactory to it, or at all. Therefore, we caution you not to place undue reliance on our forward-looking statements. Quaker disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
