AXIALL CORP 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 9, 2012
GEORGIA GULF CORPORATION
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (770) 395-4500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Item 3.03 Material Modifications to Rights of Security Holders.
On May 8, 2012, Georgia Gulf Corporation (the Company) entered into an amendment (the Amendment) to the Rights Agreement, dated as of January 16, 2012 (the Rights Agreement), by and between the Company and Computershare Trust Company, N.A., as rights agent. The Amendment accelerates the expiration date of the Rights Agreement from December 31, 2012 to May 9, 2012.
The Rights Agreement was adopted on January 16, 2012 in response to Westlake Chemical Corporations (Westlake) previously disclosed unsolicited proposal to acquire the Company, which the Companys Board determined to be financially inadequate and not in the best interests of the Company and its stockholders. Westlake withdrew its unsolicited proposal to acquire the Company on May 4, 2012.
The rights issued pursuant to the Rights Agreement are in all respects subject to and governed by the provisions of the Rights Agreement, as amended. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by this reference.
Item 8.01 Other Events
On May 4, 2012, the Company issued a press release commenting on Westlakes withdrawal of its unsolicited proposal to acquire the Company. A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.
On May 8, 2012, the Company issued a press release announcing the acceleration of the expiration date of the Rights Agreement. A copy of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
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.
Date: May 8, 2012
INDEX TO EXHIBITS