FORM 8-K
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) October 10, 2008
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-7459
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34-0514850 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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3550 West Market Street, Akron, Ohio
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44333 |
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(Address of principal executive offices)
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(Zip Code) |
(330) 666-3751
(Registrants telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 10, 2008, A. Schulman, Inc. (the Company) entered into a First Amendment (the
First Amendment) with a group of investors led by Barington Capital Group, L.P. (such entities,
collectively, the Barington Group), which amends the 2007 Agreement entered into by and among the
Company and the Barington Group, dated November 15, 2007. Pursuant to the terms of the First
Amendment, the Company and the Barington Group have agreed to expand the membership of the Special
Committee created under Paragraph 7(a) of the 2007 Agreement to include Director Lee D. Meyer, who
was elected to the Companys Board of Directors on January 10, 2008, and to acknowledge that the
Companys CEO and Chairman, Joseph M. Gingo, serves as a non-voting member of the Special
Committee. The foregoing description of the First Amendment is qualified in its entirety by the
full text of the First Amendment, which is incorporated by reference herein and filed as an exhibit
hereto.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Number |
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Description |
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10.1
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First Amendment to 2007 Agreement by and among the Company
and the Barington Group, dated October 10, 2008. |
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.
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A. Schulman, Inc.
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By: |
/s/ Paul F. DeSantis
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Paul F. DeSantis |
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Chief Financial Officer, Vice
President and Treasurer |
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Date: October 10, 2008