0001644440-19-000065.txt : 20190307 0001644440-19-000065.hdr.sgml : 20190307 20190307171549 ACCESSION NUMBER: 0001644440-19-000065 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190307 DATE AS OF CHANGE: 20190307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GCP Applied Technologies Inc. CENTRAL INDEX KEY: 0001644440 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 473936076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 19666732 BUSINESS ADDRESS: STREET 1: 62 WHITTEMORE AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-876-1400 MAIL ADDRESS: STREET 1: 62 WHITTEMORE AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02140 10-K/A 1 a2018q410-ka.htm 10-K/A Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ý
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-137533
GCP Applied Technologies Inc.
Delaware
(State of Incorporation)
 
47-3936076
(I.R.S. Employer Identification No.)
62 Whittemore Avenue, Cambridge, Massachusetts 02140-1623
(617) 876-1400
(Address and phone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, $.01 par value
 
New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K (§229.405 of this chapter) is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o    No ý
The aggregate market value of GCP Applied Technologies' voting and non-voting common equity held by non-affiliates as of June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter) based on the closing sale price of $28.95 as reported on the New York Stock Exchange was $1,645,429,963.
At February 20, 2019, there were 72,330,420 shares of GCP Applied Technologies Common Stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for our 2019 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.
 



Table of Contents

EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 on Form 10K/A (this “Amendment”) to the annual report on Form 10-K of GCP Applied Technologies Inc. for the fiscal year ending December 31, 2018 that was filed with the Securities and Exchange Commission on February 27, 2019 (the “Original Filing”) is to update the exhibit list and include as an exhibit the Company’s Amended and Restated Certificate of Incorporation, which was inadvertently omitted from the exhibits filed with the Original Filing. Other than correcting the exhibit list, this Amendment does not alter or amend or otherwise update any other information in the Original Filing.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also includes as exhibits the new certifications required by Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted.



1


ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules.
(1) and (2)
The required information is set forth in Item 8—"Financial Statements and Supplementary Data."
(3)        Exhibit Index:
 
 
 
 
Incorporated by Reference
Exhibit No.
 
Exhibit Description
 
Form
 
Exhibit
 
Filing Date
2.1
 
 
8-K
 
2.1
 
1/28/16
2.2
 
 
8-K
 
2.1
 
7/3/17
3.1
 
 
8-K
 
3.1
 
2/4/16
3.2
 
 
8-K
 
3.1
 
5/3/18
3.3
 
 
8-K
 
3.2
 
5/3/18
4.1
 
 
8-K
 
4.1
 
4/10/18
4.2
 
 
8-K
 
4.2
 
4/10/18
10.1
 
 
8-K
 
10.1
 
1/28/16
10.2
 
 
8-K
 
10.2
 
1/28/16
10.3
 
 
8-K
 
10.3
 
1/28/16
10.4
 
 
8-K
 
10.4
 
1/28/16
10.5
 
 
8-K
 
10.5
 
1/28/16
10.6
 
 
8-K
 
10.1
 
2/4/16
10.7
 
 
8-K
 
10.1
 
8/25/16
10.8
 
 
8-K
 
10.1
 
4/10/18
10.9
 
 
8-K
 
10.5
 
2/4/16
10.10
 
 
8-K
 
10.2
 
2/4/16

2



 
 
 
 
Incorporated by Reference
10.11
 
 
10-K
 
10.10
 
3/2/17
10.12
 
 
8-K
 
10.3
 
2/4/16
10.13
 
 
8-K
 
10.4
 
2/4/16
10.14
 
 
10-K
 
10.11
 
3/30/16
10.15
 
 
S-8
 
4.4
 
1/28/16
10.16
 
 
S-8
 
4.5
 
1/28/16
10.17
 
 
S-8
 
4.6
 
1/28/16
10.18
 
 
8-K
 
10.2
 
2/11/16
10.19
 
 
8-K
 
10.1
 
2/11/16
10.20
 
 
10-K
 
10.17
 
3/30/16
10.21
 
 
10-K
 
10.18
 
3/30/16
10.22
 
 
10-K
 
10.19
 
3/30/16
10.23
 
 
10-K
 
10.23
 
3/2/17
10.24
 
 
8-K
 
10.1
 
5/5/17
10.25
 
 
10-Q
 
10.1
 
5/9/17
10.26
 
 
10-Q
 
10.2
 
5/9/17
10.27
 
 
10-Q
 
10.3
 
5/9/17
10.28
 
 
8-K
 
10.1
 
7/12/18
21
 
 
10-K
 
21
 
2/27/19
23
 
 
10-K
 
23
 
2/27/19
24
 
 
10-K
 
24
 
2/27/19
31.1
 
 
10-K
 
31.1
 
2/27/19
31.2
 
 
10-K
 
31.2
 
2/27/19
31.3
 
 
 
 
 
 
Filed herewith
31.4
 
 
 
 
 
 
Filed herewith
32
 
 
10-K
 
32
 
2/27/19
101.INS
 
XBRL Instance Document
 
10-K
 
101.INS
 
2/27/19
101.SCH
 
XBRL Taxonomy Extension Schema
 
10-K
 
101.SCH
 
2/27/19
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
 
10-K
 
101.CAL
 
2/27/19
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
 
10-K
 
101.DEF
 
2/27/19
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
 
10-K
 
101.LAB
 
2/27/19
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
10-K
 
101.PRE
 
2/27/19

3


_____________________________________________________________________________________
* Management contract or compensatory plan.
(b) See Item 15(a)(3) above.
(c) See Item 15(a)(1) and (2) above.



4


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
 
GCP Applied Technologies Inc.
(Registrant)
 
 
 
 
By:
/s/ DEAN P. FREEMAN
 
 
Dean P. Freeman
Vice President and Chief Financial Officer
(Principal Financial Officer)
Dated: March 7, 2019

5
 EX-31.3 2 exhibit313.htm EXHIBIT 31.3 Exhibit


EXHIBIT 31.3
 
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Gregory E. Poling, certify that:

1.
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of GCP Applied Technologies Inc.; and

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 Date: March 7, 2019

 
 
 
 
 
 
/s/ GREGORY E. POLING
 
 
Gregory E. Poling
Chief Executive Officer
 
 

 EX-31.4 3 exhibit314.htm EXHIBIT 31.4 Exhibit

EXHIBIT 31.4
 
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
 
I, Dean P. Freeman, certify that:

1.
I have reviewed this Amendment No. 1 to the annual report on Form 10-K of GCP Applied Technologies Inc.; and

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
 
 Date: March 7, 2019

 
 
 
 
 
 
/s/ DEAN P. FREEMAN
 
 
Dean P. Freeman
Vice President and Chief Financial Officer