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) June 28, 2007
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
0-7459
|
|
34-0514850 |
| |
| (State or other jurisdiction
|
|
(Commission
|
|
( IRS Employer |
| of incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| 3550 West Market Street, Akron, Ohio
|
|
44333 |
| |
| (Address of principal executive offices)
|
|
(Zip Code) |
(330) 666-3751
(Registrant’s telephone number, including area code)
(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:
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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 29, 2007, A. Schulman, Inc. (the “Company”) announced earnings for the Company’s third
quarter ended May 31, 2007. A copy of the press release announcing these results is attached as
Exhibit 99.1 hereto and incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this
Item 2.02 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that
section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective June 28, 2007, the Company’s Board of Directors approved an amendment to the first
sentence of Article VII, Section 1 of the Amended and Restated By-Laws of A. Schulman, Inc. to
clarify that shares of capital stock in the Company may be certificated or uncertificated. A copy
of the provision, as amended, is attached as Exhibit 3.1 hereto and incorporated by reference
herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this
Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that
section. Furthermore, the information in this Item 7.01 shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended.
ITEM 7.01 REGULATION FD DISCLOSURE
On June 29, 2007, the Company announced the reorganization of its North American operations.
A copy of the press release announcing this reorganization is attached as Exhibit 99.2 hereto and
incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this
Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that
section. Furthermore, the information in this Item 7.01 shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended.
2