Current Report Filing (8-k)
September 12 2016 - 8:44AM
Edgar (US Regulatory)
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) September 9, 2016
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-14187
|
|
02-0642224
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
2628 Pearl Road, P.O. Box 777, Medina, Ohio
|
|
44258
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants telephone number, including area code: (330) 273-5090
(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 (see General Instruction A.2. below):
¨
|
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))
|
On September 9, 2016, the Securities and Exchange Commission (SEC) filed an
enforcement action against RPM International Inc. (RPM) and RPMs General Counsel Edward W. Moore in connection with the companys previously disclosed restatement of its results for the first, second and third quarters of
fiscal 2013. The restatements had no impact on the audited results for the fiscal year ended May 31, 2013, and the companys audit committee concluded that there was no intentional misconduct on the part of any of its officers.
RPM has cooperated with the SECs investigation and believes the allegations mischaracterize both the companys and Mr. Moores actions in
connection with the matters related to the companys quarterly results in fiscal 2013 and are without merit.
The RPM Board of Directors has the
utmost confidence in Mr. Moores integrity and ability and believe he conducted himself in this matter professionally, honestly, and ethically, consistent with his outstanding reputation earned over a distinguished legal career spanning more
than 30 years. The company said Mr. Moore will continue to serve as the companys Senior Vice President, General Counsel and Chief Compliance Officer.
RPM will contest the allegations in the complaint vigorously and is confident it will prevail at trial.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
RPM International Inc.
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
Date
September 12, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Frank C.
Sullivan
|
|
|
|
|
|
|
Frank C. Sullivan
Chairman and Chief
Executive Officer
|
RPM (NYSE:RPM)
Historical Stock Chart
From Aug 2024 to Sep 2024
RPM (NYSE:RPM)
Historical Stock Chart
From Sep 2023 to Sep 2024