-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HRe/N3dTlZzcwZ+T9YbG4kdSOUFdWVpA7V+Ti0cZDr0reF7FY4waWWo3UGLxAJQK VnLpbvLj6KtrgZcX6RiOOQ== 0001068800-05-000257.txt : 20050418 0001068800-05-000257.hdr.sgml : 20050418 20050418171848 ACCESSION NUMBER: 0001068800-05-000257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050414 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050418 DATE AS OF CHANGE: 20050418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOLUTIA INC CENTRAL INDEX KEY: 0001043382 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 431781797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13255 FILM NUMBER: 05757492 BUSINESS ADDRESS: STREET 1: 575 MARYVILLE CENTRE DRIVE STREET 2: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 BUSINESS PHONE: 3146741000 MAIL ADDRESS: STREET 1: P O BOX 66760 CITY: ST. LOUIS STATE: MO ZIP: 63166-6760 FORMER COMPANY: FORMER CONFORMED NAME: QUEENY CHEMICAL CO DATE OF NAME CHANGE: 19970804 8-K 1 sol8k.txt 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): APRIL 14, 2005 SOLUTIA INC. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OF INCORPORATION) 001-13255 43-1781797 --------- ---------- (COMMISSION (IRS EMPLOYER FILE NUMBER) IDENTIFICATION NO.) 575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760 - --------------------------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (314) 674-1000 -------------- REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 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. [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS On April 14, 2005 Solutia issued a press release announcing that its subsidiary Solutia Europe SA/NV had completed a strategic review of its Pharmaceutical Services business, comprised of CarboGen and AMCIS, and decided to retain the business. A copy of the press release is filed as an exhibit to this Form 8-K and incorporated by reference herein. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit Number Description - -------------- ----------- 99.1 Press Release dated April 14, 2005, issued by Solutia Inc., announcing that its subsidiary Solutia Europe SA/NV had completed a strategic review of its Pharmaceutical Services business, comprised of CarboGen and AMCIS, and decided to retain the business SIGNATURES 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, THEREUNTO DULY AUTHORIZED. SOLUTIA INC. ----------------------------------------- (Registrant) /s/ Rosemary L. Klein --------------------------- Senior Vice President, General Counsel and Secretary DATE: APRIL 18, 2005 EX-99.1 2 ex99p10415.txt Exhibit 99.1 [SOLUTIA logo] News SOLUTIA INC. 575 Maryville Centre Drive St. Louis, Missouri 63141 P.O. Box 66760 St. Louis, Missouri 63166-6760 FOR IMMEDIATE RELEASE - ---------------------------------------------------------------------------- MEDIA: Dan Jenkins (314) 674-8552 INVESTORS: Tim Spihlman (314) 674-5206 SOLUTIA MAINTAINS COMMITMENT TO PHARMACEUTICAL SERVICES BUSINESS COMPANY WILL CONTINUE TO INVEST IN WORLD-CLASS FACILITIES AT CARBOGEN AND AMCIS ST. LOUIS - APRIL 14, 2005 -- Solutia Inc. (OTCBB: SOLUQ) today announced that its subsidiary, Solutia Europe SA/NV, has completed a strategic review of its Pharmaceutical Services business, comprised of CarboGen and AMCIS. After assessing several alternatives, including a potential sale, Solutia has decided it will retain this business. Based in Switzerland, CarboGen and AMCIS (http://www.carbogen-amcis.com) provide seamless drug development and commercialization services for leading pharmaceutical and biotechnology companies. "CarboGen and AMCIS are a small but profitable part of Solutia's portfolio," said Jeffry N. Quinn, president and CEO, Solutia Inc. "We have concluded that we can maximize value for our stakeholders by continuing to own and operate this business. We will invest as needed in CarboGen and AMCIS to meet the emerging needs of our customers." Solutia's recent investments in CarboGen and AMCIS include the December 2004 completion of a state-of-the-art development and manufacturing facility for highly potent active pharmaceutical ingredients (API). Through this facility, CarboGen and AMCIS offer the full breadth of capabilities to deliver highly potent API supply for clinical trials and commercial use, across all categories of highly potent compounds including oncologics, cytotoxics and cytostatics. Other recent investments include the addition of two, 2500-liter reactors at the Bubendorf site in December 2004, as well as new labs and a pilot plant for the production of highly potent APIs. CarboGen and AMCIS account for approximately 2 percent of the annual sales of Solutia Inc. Their world-class research and development facilities are located at three sites in Switzerland: Aarau, Bubendorf, and Neuland. Dedicated to reducing the time, cost and risks associated with drug development, CarboGen and AMCIS focus on supporting the drug substance development process from bench to market. The business delivers integrated chemistry services that include process research and API supply as well as process development and API manufacture for clinical trials and commercial use. For more information on CarboGen and AMCIS, visit http://www.carbogen-amcis.com. # # # FORWARD LOOKING STATEMENT This press release contains forward-looking statements. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by the forward looking statements. Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things: (i) the ability of Solutia to develop, prosecute, confirm and consummate one or more Chapter 11 plans of reorganization; (ii) the potential adverse impact of the Chapter 11 filing on Solutia's operations, management and employees, and the risks associated with operating businesses under Chapter 11 protection; (iii) the ability of Solutia to comply with the terms of the DIP financing facility; (iv) world economic conditions, competitive pressures, gain or loss of significant customers, labor relations and disruption of operations, raw material and energy costs, currency and interest rate fluctuations, success in implementing pricing actions and managing spending, operating rates, cost of debt, environmental compliance and remediation and other factors; (v) customer response to the Chapter 11 filing; and (vi) the risk factors or uncertainties listed from time to time in Solutia's filings with the Securities and Exchange Commission and with the U.S. Bankruptcy Court in connection with the Company's Chapter 11 filing. Other factors and assumptions not identified above are also relevant to the forward-looking statements, and if they prove incorrect, could also cause actual results to differ materially from those projected. CORPORATE PROFILE Solutia (http://www.Solutia.com) uses world-class skills in applied chemistry to create value-added solutions for customers, whose products improve the lives of consumers every day. Solutia is a world leader in performance films for laminated safety glass and after-market applications; process development and scale-up services for pharmaceutical fine chemicals; specialties such as water treatment chemicals, heat transfer fluids and aviation hydraulic fluid and an integrated family of nylon products including high-performance polymers and fibers. Solutia ... Solutions for a Better Life. SOURCE: SOLUTIA INC. ST. LOUIS 4/14/05 -----END PRIVACY-ENHANCED MESSAGE-----