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):  January 17, 2012 (January 16, 2012)

GEORGIA GULF CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-09753	58-1563799
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

115 Perimeter Center Place, Suite 460
Atlanta, GA	30346
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 395 - 4500

(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 3.03               Material Modifications to Rights of Security Holders.

On January 16, 2012, the Board of Directors of Georgia Gulf Corporation (the “Company”) declared a dividend distribution of one right (a “Right”) for each share of Common Stock, par value $0.01 per share (the “Common Shares”), of the Company outstanding at the close of business on February 3, 2012 (the “Record Date”), pursuant to the terms of a Rights Agreement, dated as of January 16, 2012 (the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as rights agent.  The Rights Agreement also provides, subject to specified exceptions and limitations, that Common Shares issued or delivered from the Company’s treasury after the Record Date will be entitled to and accompanied by Rights.

The rights issued pursuant to the Rights Agreement are in all respects subject to and governed by the provisions of the Rights Agreement.  Copies of the Rights Agreement are available free of charge from the Company.  The foregoing description of the Rights Agreement is qualified in its entirety by reference to the full text of the Rights Agreement, a copy of which is attached as an exhibit hereto and incorporated herein by this reference.  A summary of the terms of the Rights is included as Exhibit B to the Rights Agreement and is incorporated herein by this reference.

Item 8.01

On January 16, 2012, the Company issued a press release in connection with the adoption of the Rights Agreement. A copy of this press release is filed as Exhibit 99.1 hereto and is incorporated herein by this reference.

Item 9.01               Financial Statements and Exhibits.

(d)              Exhibits.

Number	Exhibit
4.1	Rights Agreement, dated as of January 16, 2012, by and between Georgia Gulf Corporation and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to Georgia Gulf Corporation’s registration statement on Form 8-A, filed with the SEC on January 17, 2012).
99.1	Press release, dated January 16, 2012.

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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.

	GEORGIA GULF CORPORATION
	By:	/s/ Gregory C. Thompson
		Name: Gregory C. Thompson
		Title:   Chief Financial Officer
Date: January 17, 2012

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INDEX TO EXHIBITS

Exhibit Number	Exhibit
99.1	Press release, dated January 16, 2012.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

GEORGIA GULF CORPORATION ADOPTS STOCKHOLDER RIGHTS PLAN

ATLANTA, GA — January 16, 2012 — Georgia Gulf Corporation (NYSE: GGC) today announced that the Company has adopted a stockholder rights plan.  The plan was adopted following Georgia Gulf’s rejection of Westlake Chemical Corporation’s $30.00 per share acquisition proposal as financially inadequate and not in the best interest of Georgia Gulf stockholders.

Rights issued under the rights plan will initially trade together with the Company’s common stock and will not be exercisable.  In the absence of further action by the Board of Directors and subject to certain exceptions, the rights will become exercisable and allow holders to acquire the Company’s common stock at a discounted price if a person or group acquires beneficial ownership of over 10% of the Company’s outstanding common stock (or, in the case of a person or group that currently beneficially owns over 10% of the outstanding stock, additional common stock representing 1% or more of the Company’s outstanding stock).  Rights held by persons or groups that exceed the applicable threshold will be void.

The Board may, at its option, redeem all rights for $0.001 per right at any time before the rights become exercisable.  The rights will expire on December 31, 2012, unless redeemed or the rights plan is amended.

Details about the rights plan will be contained in filings that Georgia Gulf will make with the SEC on January 17, 2012.

About Georgia Gulf

Georgia Gulf Corporation is a leading, integrated North American manufacturer of two chemical lines, chlorovinyls and aromatics, and manufactures vinyl-based building and home improvement products. The company’s vinyl-based building and home improvement products, marketed under the Royal Building Products and Exterior Portfolio brands, include window and door profiles, mouldings, siding, pipe and pipe fittings, and deck, fence and rail products. Georgia Gulf, headquartered in Atlanta, Georgia, has manufacturing facilities located throughout North America to provide industry-leading service to customers. For more information, visit www.ggc.com.

Contacts:

Investor Relations

Martin Jarosick, 770-395-4524

or

Arthur Crozier, Jennifer Shotwell or Scott Winter

Innisfree M&A Incorporated

212-750-5833

Media

Alan Chapple, 770-395-4538

chapplea@ggc.com

or

Matthew Sherman, Michael Freitag or Eric Bonach

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449