8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

December 20, 2012

SPARTECH CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	1-5911	43-0761773
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

120 S. Central Avenue, Suite 1700

Clayton, Missouri 63105

(Address of principal executive offices) (Zip Code)

(314) 721-4242

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

x 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))

SPARTECH CORPORATION

FORM 8-K

Item 8.01. Other Events.

On December 20, 2012, Vicki Holt, President and CEO of Spartech Corporation (the “Company”), sent an email to the Company’s employees relating to the Company’s fiscal year 2012 results and the proposed merger transaction with PolyOne Corporation. Ms. Holt attached to the email a letter from Stephen Newlin, Chairman, President and Chief Executive Officer of PolyOne Corporation, discussing certain matters related to the proposed transaction. Copies of the email and the letter are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively, and are incorporated into this Item 8.01 by reference.

The Company will post this Form 8-K on its Internet website at www.spartech.com. References to the Company's website address are included in this Form 8-K and the press release only as inactive textual references and the Company does not intend them to be active links to its website. Information contained on the Company's website does not constitute part of this Form 8-K.

Additional Information

In connection with the proposed merger transaction, PolyOne Corporation filed with the SEC a registration statement on Form S-4 that includes a proxy statement of Spartech and a prospectus of PolyOne, each subject to completion. SPARTECH STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE FINAL PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of Spartech. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from Spartech at its website, www.spartech.com, or 120 S. Central Avenue, Suite 1700, Clayton, MO 63105, Attention: Corporate Secretary, or from PolyOne at its website, www.polyone.com, or 33587 Walker Road, Avon Lake, Ohio 44012, Attention: Corporate Secretary.

Participants in Solicitation

Spartech and PolyOne and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger.  Information concerning Spartech’s participants is set forth in the proxy statement, dated January 24, 2012, for Spartech’s 2012 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A and Spartech’s current report on Form 8-K, as filed with the SEC on March 16, 2012.  Information concerning PolyOne’s participants is set forth in the proxy statement, dated March 23, 2012, for PolyOne’s 2012 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A and PolyOne’s current reports on Form 8-K, as filed with the SEC on May 11, 2012 and September 25, 2012.  Additional information regarding the interests of participants of PolyOne and Spartech in the solicitation of proxies in respect of the proposed merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 8.01. Other Events.

(d) Exhibits

Exhibit Number	Description
99.1	Email from Vicki Holt to Spartech Corporation Employees dated December 20, 2012.
99.2	Letter from Stephen Newlin to Spartech Corporation employees dated December 20, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPARTECH CORPORATION
Date: December 20, 2012	By:	/s/ Randy C. Martin
		Randy C. Martin Executive Vice President Corporate Development and Chief Financial Officer

EX-99.1

Exhibit 99.1

Spartech Employees,

As the year comes to a close, I want to take a moment to wish you and your family a happy holiday season. The company wrapped up the fiscal year on a high note due to the teamwork and engagement by all of you.

If you were able to attend the Employee town hall meeting or listen to the Investor call last Friday, you are already aware of the results.  If not, please allow me to update you on some of the highlights from this past year:

- Net sales increased by 4% from the prior year to $1,149.4 million

- Operating earnings excluding special items increased 16%, from $21.1 million in 2011 to $24.4 million in 2012

- Gross margin per pound increased to $12.1 cents vs. $10.8 cents in 2011

- Earnings per share grew 40% to $0.28

We have much to be proud of.  We worked hard and remained focus on our turnaround strategy.  The business results continued to improve throughout the year with gross margin per pound at 13.9 cents, or 11.4% in Q4, 280 basis points better than prior year.  Throughout the company we are firing on all cylinders and working as a team.

I anticipate that 2013 will be another strong year for Spartech and only enhanced by the PolyOne merger.  As I have said before, I believe the PolyOne transaction represents the best path forward for our valued employees, customers and shareholders. PolyOne has been through a similar transformation and was successful in getting to a point where they are consistently growing and improving their company annually. The combination of Spartech with PolyOne will accelerate our transformation to a business with a sustainable and growing earnings profile.

As you may know, we have already begun some of the early integration efforts which involves getting to know each other and understanding how each company operates.  Although we do not anticipate closing the deal until the first calendar quarter of 2013, I feel it is important to begin introducing you to some of the PolyOne associates, including its CEO & President- Stephen D. Newlin.

Attached please find a letter from Stephen Newlin as he shares his excitement for joining forces with Spartech and introduces us to the PolyOne four-pillar strategy.

As we leverage our collective strength, I have no doubt that our future ahead will be a prosperous one.  Thank you for your passion, determination and commitment to a seamless integration with PolyOne in 2013.

Enjoy the holidays.

Vicki Holt

President & CEO

EX-99.1

Exhibit 99.2

PolyOne Corporation

33587 Walker Road

Avon Lake, OH 40012

phone 440.930.1000

www.polyone.com

December 20, 2012

Dear Spartech Associates,

The process that will ultimately result with our companies joining forces is progressing well and remains on-track for early next year.  I wanted to take a moment to provide some updates and express my enthusiasm for this deal, as well as my great appreciation for your continued focus on serving customers during this time of transition. We remain extremely excited to have you join us!

As you know, PolyOne and Spartech have participated primarily in adjacent industries over the years. We have watched as you developed a solid product portfolio of specialized solutions and earned an outstanding reputation as a leader in several industries and end markets.  At PolyOne, we are very far along on what we call our “transformation,” which at its core means strengthening our company to become a consistently growing and financially performing innovative specialty solutions provider.  As you learn more about PolyOne in the months to come, you’ll see our four-pillar strategy as a common thread.  It has been the basis of our successful transformation, and it will become your strategy as well, allowing you to take your progress and accomplishments thus far and accelerating it to even greater heights. I’d like to introduce the strategy to you now:

●



●



●


● Specialization– which differentiates us through value- creating offerings that provide our customers with high-value and innovative solutions. PolyOne is a specialty company.
Globalization– which takes us into high-growth markets where our customers are migrating, and positions us to serve them with consistency everywhere in the world.

OperationalExcellence- which means attracting and retaining the industry’s top talent and then empowering them to respond to the voice of our customers’ needs.

CommercialExcellence– which governs our activities in the marketplace -- delivering value and being recognized for it, so everyone shares in the successes.  

The most important part of our strategy is the foundation upon which it stands: Our People. The PolyOne associates you’ll be joining are the reason for our success. We’re energized, innovative and are passionate in all that we do. We achieve, recognize and reward success.

Certainly, with any acquisition there will be changes, so it is natural to have anxieties. Once the acquisition has been finalized, it will allow us to begin integration and more fully open our lines of communications.  As changes take place, both at PolyOne and Spartech, you can trust that we will communicate openly, honestly and with as complete information as we are able to provide.   In the meantime, Vicki and your Spartech leadership team will continue to be your primary points of contact to maintain focus on keeping customers first!

Since we announced the acquisition in October, leadership and functional teams from both companies have been meeting and working together to better understand each other’s business processes, including sourcing, technology, manufacturing, product management and human resources.

From an acquisition procedure standpoint, in late November we received regulatory approval from the United States Federal Trade Commission (FTC), and we have made all other requisite regulatory filings. The final major milestone on the timeline will be the Spartech shareholder vote expected to take place in the first quarter of 2013, shortly after which time we expect to announce that the deal has been finalized and integration has begun.

I anticipate that 2013 will begin with tremendous activity and energy around the joining of our companies. It’s exciting, and I’m eager to begin the integration process. At the same time, we are bringing to close a year in which you worked hard to serve customers and build momentum aimed at creating a stronger and more innovative Spartech.  I’d like to congratulate you on your solid fourth quarter performance, capping a year in which you made important progress and improvements.

In closing, I extend my best wishes to you and your family for a happy and healthy holiday season and a safe and prosperous new year – one in which PolyOne and Spartech will grow, innovate and succeed together!

Sincerely,

Stephen D. Newlin

Chairman, President and Chief Executive Officer