-----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, QtH7Ym1FRcaw+Dx3P4yoZOSfZu6whpkJHpxfSREHVZLFcc874HjdWzOGNLUT2NbT fZ+PFbYujhCcJR1ZHb38uQ== 0001068800-06-000456.txt : 20060530 0001068800-06-000456.hdr.sgml : 20060529 20060530154709 ACCESSION NUMBER: 0001068800-06-000456 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060530 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060530 DATE AS OF CHANGE: 20060530 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: 06873922 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): MAY 30, 2006 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT As previously reported, on December 17, 2003 Solutia Inc. ("Solutia") and its 14 U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S. Bankruptcy Court for the Southern District of New York (the "Court"). The cases were consolidated for the purpose of joint administration and were assigned case number 03-17949 (PCB). Solutia's subsidiaries outside the United States were not included in the Chapter 11 filing. On May 23, 2006 Solutia's wholly-owned, non-debtor subsidiary Solutia Europe S.A./N.V. ("SESA") entered into a Share and Asset Purchase Agreement (the "Purchase Agreement"), between SESA and Dishman Pharmaceuticals & Chemicals Ltd. ("Dishman"). Solutia issued a press release on May 24, 2006 regarding entry into the Purchase Agreement which is attached hereto as Exhibit 99.1. The description of the Purchase Agreement contained herein sets forth a brief summary of certain material terms of that agreement. However, this description does not purport to be complete and is qualified in its entirety by reference to the specific terms of the Purchase Agreement. The Purchase Agreement provides for the sale by SESA to Dishman of all of the outstanding share capital of SESA's wholly-owned subsidiaries CarboGen AG ("CarboGen") and AMCIS AG ("AMCIS" and, together with CarboGen, the "Swiss Companies"), along with certain other assets of SESA and Solutia and their respective affiliates used by the Swiss Companies in their business (the "Transferred Assets"). Dishman will assume substantially all of the liabilities relating to the Swiss Companies and the Transferred Assets, other than certain liabilities with respect to the Transferred Assets arising prior to the closing of the transaction and liabilities under certain employment agreements. The sale price is $74.5 million, subject to adjustment for working capital amounts. Closing of the sale is subject to a number of conditions, including authorization from the Bankruptcy Court of the sale of the Transferred Assets owned by Solutia, removal of restrictions on the sale contained in SESA's Euronotes, and certain other governmental and regulatory approvals. The Purchase Agreement may be terminated by SESA, on the one hand, or by Dishman, on the other hand, if any of the conditions to closing become incapable of fulfillment or if the Closing has not occurred by August 31, 2006. SESA has agreed, subject to certain exceptions, that for a period of three years after the closing of the Purchase Agreement neither it nor its affiliates will compete with the business of the Swiss Companies or solicit for employment certain employees of the Swiss Companies and their current affiliates. Pursuant to the Purchase Agreement, SESA has agreed, subject to certain limitations and exclusions, to indemnify Dishman and its affiliates and representatives from and against any damages arising from any breach of the representations and warranties or covenants contained in the Purchase Agreement, pre-closing breach of certain contracts assumed pursuant to the Purchase Agreement, the termination of certain real property leases of AMCIS, or as a result of certain other liabilities retained by SESA. Dishman has agreed, subject to certain limitations and exclusions, to indemnify SESA and its affiliates and representatives from and against any damages arising from any breach of the representations and warranties or covenants contained in the Purchase Agreement, termination of employment agreements of certain employees of the Swiss Companies and their current affiliates, or as a result of certain other liabilities of the Swiss Companies. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit Number Description - -------------- ----------- 99.1 May 24, 2006 Press Release announcing that Solutia Europe, S.A./N.V., a wholly-owned subsidiary of Solutia Inc., entered into a Stock and Asset Purchase Agreement with Dishman Pharmaceuticals & Chemicals Ltd. for the sale of Solutia Europe's CarboGen AG and AMCIS AG subsidiaries and other assets relating to the Pharmaceutical Services 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: MAY 30, 2006 EX-99.1 CHARTER 2 ex99p1.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 REACHES AGREEMENT TO SELL PHARMACEUTICAL SERVICES BUSINESS ST. LOUIS - MAY 24, 2006 - Solutia Inc. (OTCBB: SOLUQ), today announced that its subsidiary, Solutia Europe SA/NV ("SESA"), has reached a definitive agreement to sell its Pharmaceutical Services business, comprised of CarboGen AG and AMCIS AG. Under the terms of the agreement, Dishman Pharmaceuticals & Chemicals Ltd. will purchase 100 percent of the stock of CarboGen and AMCIS, as well as certain other assets used in the Pharmaceutical Services business, for $74.5 million, subject to working capital adjustment. This transaction is subject to removal of the restrictions related to the sale under SESA's Euronotes, authorization by the bankruptcy court overseeing Solutia's reorganization, and government and regulatory approvals, which are expected by August 31, 2006. CarboGen and AMCIS (http://www.carbogen-amcis.com) provide seamless drug development and commercialization services for leading pharmaceutical and biotechnology companies. During the year 2005, the business had sales of approximately CHF 80 million. The Pharmaceutical Services business has world-class research and development facilities at three sites in Switzerland: Aarau, Bubendorf, and Neuland. All intellectual property, patents and trademarks, customer contracts, as well as employees of the Pharmaceutical Services business are included in the transaction. Dishman Pharmaceuticals & Chemicals Ltd. (http://www.dishmangroup.com) is a globally focused company, involved in the manufacture of APIs (active pharmaceutical ingredients), API intermediates, quaternary compounds and fine chemicals. Headquartered in Ahmedabad, India, Dishman has exports spanning all continents. # # # FORWARD LOOKING STATEMENTS This press release may contain forward-looking statements, which can be identified by the use of words such as "believes," "expects," "may," "will," "intends," "plans," "estimates" or "anticipates," or other comparable terminology, or by discussions of strategy, plans or intentions and include, but are not limited to, any discussions regarding Reorganized Solutia's valuation, the amount of allowed general unsecured claims, and the percentage of recovery for holders of general unsecured claims. These statements are based on management's current expectations and assumptions about the industries in which Solutia operates, the valuation of Reorganized Solutia, the terms of the Plan of Reorganization, and confirmation of the Plan of Reorganization. Forward-looking statements are not guarantees of future performance or of the terms any plan of reorganization that will ultimately be confirmed by the bankruptcy court in the Chapter 11 Cases and are subject to significant risks and uncertainties that may cause actual results or achievements to be materially different from the future results or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those described in the Disclosure Statement, Solutia's most recent Annual Report on Form 10-K, under "Cautionary Statement About Forward-Looking Statements," Solutia's quarterly reports on Form 10-Q, and in filings with the U.S. Bankruptcy Court in connection with the Chapter 11 case of Solutia Inc. and 14 of its U.S. subsidiaries. These reports and filings can be accessed through the "Reorganization" and "Investors" sections of Solutia's website at www.solutia.com. Solutia disclaims any intent or obligation to update or revise any forward-looking statements in response to new information, unforeseen events, changed circumstances or any other occurrence. 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 5/24/06 2 -----END PRIVACY-ENHANCED MESSAGE-----