8-K

0000950137-08-014267.txt : 20081205 0000950137-08-014267.hdr.sgml : 20081205 20081205140119 ACCESSION NUMBER: 0000950137-08-014267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081204 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENSIENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07626 FILM NUMBER: 081232234 BUSINESS ADDRESS: STREET 1: 777 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL FOODS CORP DATE OF NAME CHANGE: 19920703 8-K 1 c48098e8vk.htm FORM 8-K 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

December 4, 2008
(Date of Report/Date of earliest event reported)

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)


WISCONSIN (State or other jurisdiction of incorporation)		1-7626 (Commission File Number)		39-0561070 (IRS Employer Identification No.)

777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)

(414) 271-6755
(Registrant’s telephone number, including area code)

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:

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 4, 2008, Board of Directors amended Section 3.16 and Article 5 of the Bylaws, effective immediately, to clarify the authority of the Finance Committee by providing that they shall read as follows:

3.16 Finance Committee. There shall be a Finance Committee of the Board of Directors. The Committee shall have the following membership and powers:

(a) The Committee shall have at least three (3) members. All of the members of the Committee shall be non-employee directors.

(b) The Committee shall review and approve the corporation’s annual capital budget, long-term financing plans, borrowings, notes and credit facilities, investments and commercial and investment banking relationships.

(c) The Committee shall review and approve the corporation’s existing insurance coverages, foreign currency management and Stock Repurchase Program.

(d) The Committee shall review and approve the financial management and administrative operation of the corporation’s qualified and non-qualified employee benefit plans.

(e) The Committee shall have such other powers and duties as lawfully may be delegated to it from time to time by the Board of Directors or as provided in the By-Laws.

* * * *

5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.

5.2 Borrowings. No indebtedness for borrowed money shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors or the Finance Committee. Such authorization may be general or confined to specific instances.

5.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner, including by means of facsimile signatures, as shall from time to time be determined by or under the authority of a resolution of the Board of Directors or the Finance Committee.

5.4 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries as may be selected by or under the authority of the Board of Directors or the Finance Committee.

Item 8.01 Other Events.

On December 5, 2008, the Company issued a press release announcing that two of its executive officers have been promoted. Richard F. Hobbs, the Company’s Vice President and Chief Financial Officer, has been promoted to the position of Senior Vice President and Chief Financial Officer. John L. Hammond, the Company’s Vice President, Secretary and General Counsel, has been promoted to the position of Senior Vice President, General Counsel and Secretary. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are furnished with this Report on Form 8-K:


Exhibit 3.2		Amendment to Section 3.16 and Article 5 of Sensient’s Bylaws.

Exhibit 99.1		Press Release announcing the promotion of Executive Officers.

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.


SENSIENT TECHNOLOGIES CORPORATION (Registrant)
By:	/s/ John L. Hammond
	Name:	John L. Hammond
	Title:	Senior Vice President, General Counsel and Secretary
	Date:	December 5, 2008

EXHIBIT INDEX


Exhibit 3.2		Amendment to Section 3.16 and Article 5 of Sensient’s Bylaws.

Exhibit 99.1		Press Release announcing the promotion of Executive Officers.

EX-3.2 2 c48098exv3w2.htm EX-3.2 exv3w2

Exhibit 3.2

Section 3.16 of Sensient’s Bylaws is amended to read as follows:

3.16 Finance Committee. There shall be a Finance Committee of the Board of Directors. The Committee shall have the following membership and powers:

(a) The Committee shall have at least three (3) members. All of the members of the Committee shall be non-employee directors.

(c) The Committee shall review and approve the corporation’s existing insurance coverages, foreign currency management and Stock Repurchase Program.

(d) The Committee shall review and approve the financial management and administrative operation of the corporation’s qualified and non-qualified employee benefit plans.

(e) The Committee shall have such other powers and duties as lawfully may be delegated to it from time to time by the Board of Directors or as provided in the By-Laws.

Article 5 of Sensient’s Bylaws is amended to read as follows:

5. CONTRACTS, LOANS, CHECKS AND DEPOSITS

shall from time to time be determined by or under the authority of a resolution of the Board of Directors or the Finance Committee.

EX-99.1 3 c48098exv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

Sensient Technologies Corporation
News Release
December 5, 2008

FOR IMMEDIATE RELEASE


Contact:		Dick Hobbs
		(414) 347-3836

Sensient Technologies Corporation Promotes
Richard Hobbs CFO and John Hammond General Counsel
to Senior Vice Presidents

MILWAUKEE—December 5, 2008—Sensient Technologies Corporation (NYSE: SXT) today announced that Richard F. Hobbs, Vice President and Chief Financial Officer, and John L. Hammond, Vice President, Secretary and General Counsel have been promoted to Senior Vice Presidents of the Company.

Richard Hobbs joined Sensient Technologies in 1973 as Assistant Tax Manager. During his long career with the company, he has held a number of senior management positions, including Treasurer, Vice President and Corporate Controller, Vice President of Administration, and Vice President and Chief Administrative Officer. In 2000 he was promoted to Vice President and Chief Financial Officer.

He is a Certified Public Accountant and holds an MBA from Marquette University and a BBA in Accounting from the University of Wisconsin-Whitewater.

John Hammond joined Sensient Technologies in January 1998 as Vice President, Secretary and General Counsel. He has an LL.M. from the New York University School of Law and a J.D. from the University of Maine Law School. He holds a BA in history from Yale University.

“Dick Hobbs and Jack Hammond are key members of Sensient’s leadership and their contributions have been recognized by promotion to Senior Vice Presidents of the Company,” said Kenneth P. Manning, Chairman and CEO of Sensient Technologies Corporation.

-MORE-


Sensient Technologies Corporation		Page 2
News Release
December 5, 2008

ABOUT SENSIENT TECHNOLOGIES

Sensient Technologies Corporation is a leading global manufacturer and marketer of colors, flavors and fragrances. Sensient employs advanced technologies at facilities around the world to develop specialty food and beverage systems, cosmetic and pharmaceutical systems, inkjet and specialty inks and colors, and other specialty chemicals. The company’s customers include major international manufacturers representing some of the world’s best-known brands. Sensient is headquartered in Milwaukee, Wisconsin.

www.sensient-tech.com

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