Amended Current Report Filing (8-k/a)
August 29 2019 - 4:36PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES
EXCHANGE ACT OF 1934
August 1, 2019
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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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 ¨
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. ¨
Explanatory Note
This
Amendment No. 1 to Current Report on Form 8-K/A is being filed with the Securities and Exchange Commission (the “SEC”)
solely to amend and supplement Item 9.01 of the Current Report on Form 8-K (the “Original 8-K”) filed by Quaker Chemical
Corporation (the “Company”) on August 2, 2019, which reported under Item 2.01 (as incorporated by reference from Item
1.01 thereof) the completion of its previously announced acquisition of the outstanding share capital of Global Houghton Ltd.,
an exempted company incorporated under the laws of the Cayman Islands (“Global Houghton”). Under Item 9.01 of the
Original 8-K, the Company stated that the financial statements and pro forma financial information required to be provided under
Item 9.01 of Form 8-K would be provided by amendment to the Original 8-K not later than 71 days after the date the Original 8-K
was required to be filed. This Amendment No. 1 provides this information required by Item 9.01.
Item 9.01.
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Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired.
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The
audited consolidated balance sheets of Global Houghton as of December 31, 2018 and 2017, the related audited consolidated
statements of operations, comprehensive income and cash flows of Global Houghton for the years ended December 31, 2018, 2017
and 2016, the notes related thereto and the Independent Auditor’s Report, are attached hereto as Exhibit 99.1.
The
unaudited condensed consolidated balance sheet of Global Houghton as of June 30, 2019 and the related unaudited condensed
consolidated statements of operations, comprehensive income and cash flows of Global Houghton for the six months ended June
30, 2019 and 2018, are attached hereto as Exhibit 99.2.
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(b)
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Pro forma financial information.
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The
unaudited pro forma condensed combined balance sheet of the Company and Global Houghton as of June 30, 2019 and the
unaudited pro forma condensed combined statements of income for the six months ended June 30, 2019
and the year ended December 31, 2018, and the notes related thereto are furnished hereto as Exhibit 99.3.
The following exhibits are included as part of this report:
* Filed herewith.
** Furnished herewith.
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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Date: August 29, 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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Senior Vice President, General Counsel
and Corporate Secretary
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