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
Date of Report (Date of earliest event reported): January 8, 2007
Commission File Number
COMPASS MINERALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3972986
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
9900 West 109th Street
Suite 600
Overland Park, KS 66210
(913) 344-9200
(Address of principal executive offices and telephone number)
N/A
(Former name or former address, if changed since last report)
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
AMENDMENT TO RIGHTS AGREEMENT
On January 8, 2007, Compass Minerals International, Inc., a Delaware corporation
(the "Company"), and UMB Bank, n.a., as successor rights agent ("Rights Agent"),
entered into Amendment Number Two (the "Amendment") to that certain Rights
Agreement (the "Agreement") effective December 11, 2003, amended June 15, 2004.
The Amendment between the Company and the Rights Agent amends the Agreement to
(i) include a "TIDE" provision; and (ii) modify the definition of "Exempt
Person" in Section 1.8 of the Agreement.
INDEPENDENT DIRECTOR EVALUATION. The Amendment contains a so-called "TIDE"
provision, which requires that a shareholder rights agreement committee composed
of non-management members of the Board of Directors (the "Board") selected by
members of the Board that have been determined by the Board to be "independent
directors" in accordance with New York Stock Exchange listing standards, shall
meet no later than November 30, 2009 and not less than once every three years to
determine whether maintaining the Agreement continues to be in the best interest
of the Company's shareholders. The TIDE provision is designed to protect the
Company and its shareholders from unsolicited attempts or inequitable offers to
acquire the Company.
DEFINITION OF "EXEMPT PERSON". The Amendment to the Agreement modifies the
definition of "Exempt Person". Prior to the Amendment, the definition of "Exempt
Person" included an exemption for a specific entity and its affiliates and
associates (as defined in the Agreement) who were former majority stockholders
of the Company. The Amendment revised the definition of "Exempt Person" to
remove this exemption.
The Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated into
this Item 1.01 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit No. Document
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10.1 Amendment Number Two to that certain Rights Agreement
effective January 8, 2007.
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.
COMPASS MINERALS INTERNATIONAL, INC.
Date: January 11, 2007 /s/ Rodney L. Underdown
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Rodney L. Underdown
Vice President, Chief Financial Officer and
Secretary