8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): July 31, 2008

 

 

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):

 

¨ 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))

 

 

 


INFORMATION TO BE INCLUDED IN THE REPORT

 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On July 31, 2008, Arch Chemicals, Inc. (the “Company”) released the results of operations and financial condition for the three and six months ended June 30, 2008. Attached as Exhibit 99, and incorporated herein by reference, is a copy of the Company’s earnings press release dated July 31, 2008.

Included in Exhibit 99 are references to the Company’s 2007 income and earnings per share from continuing operations which, in some cases, as noted in such Exhibit, exclude the effects of the restructuring, impairment and the impact of the change in the U.K. tax rate related to the Company’s U.K. pension plans. Additionally, there are references to the Company’s 2008 third quarter and full year estimate of diluted income per share from continuing operations which in some cases as noted in such Exhibit, exclude the effects of a pension settlement associated with severance recorded in 2007. Reconciliations of these non-GAAP financial measures to what the Company believes is the most directly comparable U.S. GAAP financial measures are provided in such Exhibit. The Company believes that these non-GAAP financial measures provide comparative information to the earnings guidance that was provided on February 7, 2008 by the Company as well as comparison of results to prior year and therefore are useful to the investment community.

 

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

99.

  Press Release, dated July 31, 2008.

 

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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.

Date: July 31, 2008

 

ARCH CHEMICALS, INC.
By:  

/s/ Steven C. Giuliano

Name:   Steven C. Giuliano
Title:   Vice President and Chief Financial Officer

 

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Exhibit Index

 

Exhibit No.

  

Description

99.

   Press Release, dated July 31, 2008.

 

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