Current Report Filing (8-k)
July 27 2017 - 4:33PM
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
July 27, 2017
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
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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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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¨
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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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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
¨
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.
¨
INFORMATION TO BE INCLUDED IN THE REPORT
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Item 2.02.
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Results of Operations and Financial Condition.
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On July 27, 2017, Quaker Chemical Corporation
(“Quaker Chemical”) announced its results of operations for the second quarter ended June 30, 2017 in a press release,
the text of which is included as Exhibit 99.1 hereto. Supplemental information related to the same period is also included as Exhibit
99.2 hereto.
As previously reported on a Current Report
on Form 8-K, on April 4, 2017, Quaker Chemical entered into a Share Purchase Agreement with Gulf Houghton Lubricants, Ltd., an
exempted company incorporated under the laws of the Cayman Islands, Global Houghton Ltd., an exempted company incorporated under
the laws of the Cayman Islands, and certain members of the management of Global Houghton and Gulf Houghton Lubricants, Ltd., as
agent for the Sellers.
The press release with respect to the Quaker Chemical results of
operations discussed above under Item 2.02 contains a paragraph providing an update regarding certain developments with respect
to the transaction under the heading, “Houghton Combination.” That paragraph of the press release is incorporated herein
by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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The following exhibits are included as part of this report:
Exhibit No.
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99.1
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Press Release of Quaker Chemical Corporation dated July 27, 2017.
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99.2
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Supplemental Information related to second quarter
ended June 30, 2017.
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Additional Information and Where to Find
It
In connection with the proposed transaction, Quaker Chemical will
file a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THIS
PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain
a free copy of the proxy statement (when available) and other documents filed by Quaker Chemical with the Commission
at the Commission's web site at
http://www.sec.gov
. Free copies of the proxy statement, once available, and of Quaker Chemical’s
other filings with the Commission may also be obtained from the Company by directing a request to: Victoria K. Gehris,
Investor Relations, +1.610.832.4246.
Quaker Chemical and its directors, executive officers
and other members of its management may solicit proxies from its shareholders in favor of the transaction. Information concerning
such persons who may be considered participants in the solicitation of Quaker Chemical’s shareholders under the rules
of the Commission will be set forth in the definitive proxy statement to be filed by Quaker with the Commission in connection with
the transaction.
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 27, 2017
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By:
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/s/ Mary Dean Hall
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Mary Dean Hall
Vice President, Chief Financial
Officer and Treasurer
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