Current Report Filing (8-k)
July 02 2019 - 4:21PM
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):
July 2, 2019
QUAKER CHEMICAL CORPORATION
(Exact name of Registrant as specified
in its charter)
Commission File Number 001-12019
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
(Address of principal executive offices)
(Zip Code)
(610) 832-4000
(Registrant’s telephone number, including
area code)
Not Applicable
(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))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1 par value
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KWR
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to section 13(a) of the exchange Act.
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INFORMATION TO BE INCLUDED IN THE REPORT
Subsequent
to the filing of the Quaker Chemical Corporation (the “Company”) Annual Report on Form 10-K for the fiscal year
ended December 31, 2018 (“Form 10-K”), the Company identified a control deficiency that management has determined
to be a material weakness in its internal control over financial reporting as of December 31, 2018. This reassessment and
conclusion was reached following an internal review by PricewaterhouseCoopers LLP (“PwC”), the independent
registered public accounting firm of the Company, of its 2018 audit of the Company’s consolidated financial statements
as reported on Form 10-K. Specifically, the Company’s management has determined that the Company did not, as of
December 31, 2018, design and maintain effective internal control over certain aspects of its information technology general
controls. As a result, Management’s Report on Internal Control Over Financial Reporting included in Item 9A of the
Company’s Form 10-K and PwC’s opinion relating to the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2018 included in the Form 10-K should no longer be relied upon. Additionally, the
statements within the Evaluation of Disclosure Controls and Procedures included in Item 4 of the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Form 10-Q”) are no longer effective due
to the material weakness described above.
To the knowledge of the Company’s
principal executive officer and principal financial officer, the internal control material weakness did not result in a material
misstatement of the Company’s consolidated financial statements included in the Form 10-K or the Form 10-Q. Upon completion
of additional procedures performed by the Company and PwC, the Company expects to file the necessary amendments to its previously
filed Form 10-K and Form 10-Q, which the Company currently anticipates will occur during July 2019. Notwithstanding the identified
material weakness referred to above, management, including our principal executive officer and principal financial officer, believes
that the financial statements contained in the Form 10-K and the Form 10-Q fairly present, in all material respects, the financial
condition, results of operations and cash flows of the Company for all periods presented in accordance with generally accepted
accounting principles in the United States.
As of the date of this Current Report on Form 8-K, the Company has made significant progress with updating
its design and implementation of internal controls to remediate the aforementioned control deficiency. During the Company’s
third quarter of 2019, the Company will evaluate its updated internal controls design and determine whether the controls
have operated effectively in order to remediate the control deficiency that led to the material weakness in the Company’s
internal control over financial reporting as of December 31, 2018.
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.
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QUAKER CHEMICAL CORPORATION
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Registrant
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Date: July 2, 2019
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By:
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/s/ Robert T. Traub
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Robert T. Traub
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Vice President, General Counsel and
Corporate Secretary
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