8-K 1 v072788_8k.htm Unassociated Document
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 27, 2007
 
ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
 
Virginia
 
1-14601
 
06-1526315
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

 
501 Merritt 7, Norwalk, CT
 
06851
(Address of principal executive offices)
 
(Zip code)
 
Registrant's telephone number, including area code: (203) 229-2900
 
(N/A)
(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 (see General Instruction A.2. below):
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) It was previously reported that Dr. John P. Schaefer intended to retire as a director. Dr. Schaefer, who is age 72, has resigned as a director of Arch Chemicals, Inc. (the “Company”) effective April 27, 2007.

Mr. Douglas J. Wetmore, an existing director, replaced Dr. Schaefer as Chair of the Board's Audit Committee.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) In connection with the retirement of Dr. Schaefer as a Director on April 27, 2007, the Board of Directors of the Company amended the second sentence of Section 1 of Article II of the Company's Bylaws to reduce the number of directors from eight to seven. A copy of the Bylaws as so amended are attached hereto as Exhibit 3 to this report.
 
Item 9.01 Financial Statements and Exhibits.

Exhibit No.
Description
 
 
3
Bylaws of the Company effective April 27, 2007.

2

 
 
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 hereunto duly authorized.
 
     
 
ARCH CHEMICALS, INC.
 
 
 
 
 
 
Date: April 30, 2007
By:   /s/ Louis S. Massimo
 
Name:     Louis S. Massimo
Title:       Executive Vice President and Chief Financial Office
   
 
3

 
Exhibit No.
Description
 
 
3
Bylaws of the Company effective April 27, 2007.

 
4