8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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) February 28, 2019

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LIVENT CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-38694	82-4699376
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2929 Walnut Street Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 215-299-6000

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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	x
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.
		x

ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT

On March 1, 2019, Livent Corporation (the “Company”) announced that FMC Corporation (“FMC”) had completed its previously announced spin-off distribution of 123,000,000 shares of common stock of Livent as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019 (the “Distribution”). Each share of FMC common stock will receive 0.935301 shares of Livent common stock in the distribution. Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference, is a copy of the Company's press release dated March 1, 2019, announcing the completion of its separation from FMC.

Immediately prior to the distribution, FMC owned 123,000,000 shares of Livent common stock, representing approximately 84% of the outstanding shares of Livent common stock. Effective upon the distribution, FMC no longer owns any shares of Livent common stock.

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On February 28, 2019, the Board of Directors (the “Board”) of the Company appointed Ronald Stark, the Company’s current Corporate Controller, to also serve as, and assume the duties of, its Chief Accounting Officer, effective as of March 1, 2019 (the “Effective Date”). Mr. Stark is being appointed as the Company’s Chief Accounting Officer in connection with the Distribution by FMC of its remaining ownership interest in the Company, which occurred on the Effective Date.

Mr. Stark will replace Nicholas L. Pfeiffer, who has served as the Company’s Chief Accounting Officer since September 24, 2018 and who also currently serves as the Chief Accounting Officer of FMC. FMC has informed the Company that, following the Effective Date, Mr. Pfeiffer will continue to serve as the Chief Accounting Officer of FMC.

Mr. Stark, 54, has served as the Company’s Corporate Controller since August 2018. Prior to joining the Company, Mr. Stark served as Executive Director, Financial Accounting Advisory Services at Ernst & Young from 2015 to 2018, in various roles for NRG Energy from 2007 to 2015, including as its Chief Accounting Officer from 2012 to 2015, and as Chief Accounting Officer for Pegasus Communications from 2005 to 2006. Mr. Stark earned a B.B.A. from Hofstra University and a J.D. from Rutgers University. Mr. Stark is also a Certified Public Accountant.

There were no new compensatory arrangements or modifications to existing compensatory arrangements entered into with Mr. Stark in connection with his appointment as the Company’s Chief Accounting Officer.

The selection of Mr. Stark to serve as the Company’s Chief Accounting Officer was not made pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Stark and any director or other executive officer of the Company, and there are no related persons transactions (within the meaning of Item 404(a) of Regulation S-K) involving Mr. Stark and the Company and/or its subsidiaries.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1    Press Release

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.

LIVENT CORPORATION (Registrant)
By:	/S/ SARA PONESSA
	Sara Ponessa, Vice President, General Counsel and Secretary

Date: March 1, 2019

EX-99.1

Exhibit 99.1

		Livent Corporation
		2929 Walnut Street
		Philadelphia, PA 19104
		USA
		215.299.6000
		Livent.com
News Release
For Release: Immediate
	Media Contact: Juan Carlos Cruz +1.215.299.6170
	juan.carlos.cruz@livent.com
	Investor Contact: Rasmus Gerdeman +1.215.299.5924
	rasmus.gerdeman@livent.com

Livent Corporation Announces Completion of Separation from FMC Corporation

PHILADELPHIA, March 1, 2019 - Livent Corporation (NYSE: LTHM) today announced that FMC Corporation (“FMC”) (NYSE: FMC) has completed its previously announced distribution of 123,000,000 shares of common stock of Livent as a pro rata dividend on shares of FMC common stock outstanding as of 5:00 p.m. EST on the record date of February 25, 2019.

Based on the shares of FMC common stock outstanding as of February 25, 2019, the record date for the distribution, each share of FMC common stock will receive 0.935301 shares of Livent common stock in the distribution.

About Livent

For more than six decades, Livent has partnered with its customers to safely and sustainably use lithium to power the world. Livent is one of only a small number of companies with the capability, reputation, and know-how to produce high-quality finished lithium compounds that are helping meet the growing demand for lithium. The company has one of the broadest product portfolios in the industry, powering demand for green energy, modern mobility, the mobile economy, and specialized innovations, including light alloys and lubricants. Livent employs approximately 800 people throughout the world and operates manufacturing sites in the United States, England, India, China and Argentina. For more information, visit Livent.com. 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this news release are forward-looking statements.  In some cases, you can identify these statements by forward-looking words such as "may," "might," "will," "should," "expects," “intends,” "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including a decline in the growth in demand for electric vehicles; adverse global economic conditions; the success of our research and

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development efforts; volatility in the price for performance lithium compounds; risks relating to our planned production expansion and related capital expenditures; the potential development and adoption of battery technologies that do not rely on performance lithium compounds as an input; risks inherent in international operations and sales, including political, financial and operational risks specific to Argentina and other countries where we have active operations, including China; customer concentration and the possible loss of, or significant reduction in orders from, large customers; failure to satisfy customer quality standards; fluctuations in the price of energy and certain raw materials; failure to achieve the expected benefits of our separation from FMC as well as the other factors described under the caption entitled "Risk Factors" in our 2018 Form 10-K filed with the Securities and Exchange Commission on February 28, 2019. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this news release to conform our prior statements to actual results or revised expectations.

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