-----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, NhlEcv0Fq4jCyHa7fH6bRM7/odZsOr6He2u8wZx0p6wlmUhjJWrXQly52TiIKfp3 zzIozuku3LPzG6wsnKWjNw== 0001068800-06-001697.txt : 20061215 0001068800-06-001697.hdr.sgml : 20061215 20061215091135 ACCESSION NUMBER: 0001068800-06-001697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061214 ITEM INFORMATION: Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 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: 061278856 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): DECEMBER 14, 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 5.05 AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF PROVISION OF THE CODE OF ETHICS. (a) On December 14, 2006, Solutia Inc.'s ("Solutia") Board of Directors conducted their standard review of Solutia's Code of Ethics for Senior Financial Officers (the "Code of Ethics"), and approved an amendment requiring all waivers to the Code of Ethics to be reviewed by the entire Board instead of the Audit and Finance Committee. ITEM 7.01 REGULATION FD DISCLOSURE. On December 15, 2006, Solutia issued a press release announcing receipt of a fully underwritten commitment, subject to approval by the Bankruptcy Court, for $1.075 billion of debtor-in-possession ("DIP") financing, maturing March 31, 2008. This represents a $250 million increase and a one-year extension over Solutia's current DIP financing. To facilitate the Flexsys acquisition described below, up to $150 million of additional funds could be raised under the DIP financing through an accordion feature, bringing the total to $1.225 billion. A copy of the press release is attached hereto as Exhibit 99.1. In a separate press release, Solutia also announced that it has reached an agreement in principle to purchase Akzo Nobel N.V.'s ("Akzo Nobel") stake in Flexsys, the 50%/50% joint venture between Akzo Nobel and Solutia. As described above, a portion of the funds raised under the DIP financing will be used to facilitate the Flexsys acquisition. A copy of the press release is attached hereto as Exhibit 99.2. CAUTIONARY AND FORWARD LOOKING STATEMENTS. This report and the exhibits furnished hereto 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. These statements are based on management's current expectations and assumptions about the industries in which Solutia operates. Forward-looking statements are not guarantees of future performance 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 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 can be accessed through the "Investors" section of Solutia's website at www.solutia.com. The bankruptcy court filings can be accessed by visiting www.trumbullgroup.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. LIMITATION ON INCORPORATION BY REFERENCE. In accordance with General Instruction B.2 of Form 8-K, the information in this Form 8-K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of 2 the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) EXHIBITS. Exhibit 99.1 December 15, 2006 press release announcing Solutia's receipt of a fully underwritten commitment to extend and increase debtor-in-possession financing. Exhibit 99.2 December 15, 2006 press release announcing Solutia's reaching an agreement in principle to purchase Akzo Nobel's 50% stake in the Flexsys joint venture. 4 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: December 15, 2006 5 EX-99.1 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 RECEIVES FULLY UNDERWRITTEN COMMITMENT TO EXTEND AND INCREASE DEBTOR-IN-POSSESSION FINANCING ST. LOUIS - DECEMBER 15, 2006 -- Solutia Inc. (OTCBB: SOLUQ), a leading manufacturer and provider of interlayers for laminated glass, aftermarket window films, specialty chemicals and an integrated family of nylon products, today announced it has received a fully underwritten commitment for $1.075 billion of debtor-in-possession (DIP) financing, maturing March 31, 2008. This represents a $250 million increase and a one-year extension over Solutia's current DIP financing. The increased availability under the DIP financing provides Solutia with further liquidity for operations and the ability to fund mandatory pension payments that come due in 2007. The agreement also allows for Solutia to purchase Akzo Nobel's stake in Flexsys, the 50%/50% joint venture between Azko Nobel and Solutia. (In a separate press release, Solutia today announced it has reached an agreement in principle to purchase Akzo Nobel's 50 percent stake in Flexsys.) To facilitate the Flexsys acquisition, up to $150 million of additional funds could be raised under this DIP financing through an accordion feature, bringing the total to $1.225 billion. The DIP financing can be repaid by Solutia at any time without prepayment penalties. Citigroup is acting as lead arranger. This amendment requires the approval of the United States Bankruptcy Court for the Southern District of New York. # # # 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. These statements are based on management's current expectations and assumptions about the industries in which Solutia operates. Forward-looking statements are not guarantees of future performance 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 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 can be accessed through the "Investors" section of Solutia's website at www.solutia.com. The bankruptcy court filings can be accessed by visiting www.trumbullgroup.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; 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 12/15/06 2 EX-99.2 3 ex99p2.txt EXHIBIT 99.2 ------------ [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 IN PRINCIPLE TO PURCHASE AKZO NOBEL'S 50 PERCENT STAKE IN FLEXSYS JOINT VENTURE ST. LOUIS - DECEMBER 15, 2006 -- Solutia Inc. (OTCBB: SOLUQ), a leading manufacturer and provider of interlayers for laminated glass, aftermarket window films, specialty chemicals and an integrated family of nylon products, today announced it has reached an agreement in principle to purchase Akzo Nobel N.V.'s stake in Flexsys, the 50%/50% rubber chemicals joint venture between Akzo Nobel and Solutia, as well as Akzo Nobel's Crystex business in Japan. The proposed transaction is subject to completion of the definitive purchase agreement, approval by the United States Bankruptcy Court, receipt of required regulatory approvals and the fulfillment of other customary closing conditions. Solutia expects to fund the purchase through a combination of sources, including a portion of its new debtor-in-possession (DIP) financing package, the commitment for which Solutia announced today in a separate press release. Formed in 1995, Flexsys http://www.flexsys.com is the world's leading supplier of chemicals to the rubber industry. With 2005 sales of approximately $600 million, Flexsys employs more than 1,000 people worldwide. Flexsys products play an important role in the manufacture of tires and other rubber products such as belts, hoses, seals and footwear. These chemicals help cure and protect rubber, increase durability, lengthen product life, and provide color control and heat resistance. Flexsys' headquarters are in Brussels, Belgium, and its products are manufactured at 15 facilities worldwide: eight in Europe, three in North America, two in South America and two in Asia. Flexsys also operates three technology centers, as well as more than 40 sales offices worldwide. # # # 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. These statements are based on management's current expectations and assumptions about the industries in which Solutia operates. Forward-looking statements are not guarantees of future performance 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 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 can be accessed through the "Investors" section of Solutia's website at www.solutia.com. The bankruptcy court filings can be accessed by visiting www.trumbullgroup.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; 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 12/15/06 2 -----END PRIVACY-ENHANCED MESSAGE-----