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): February 16, 2016
AXIALL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 1-09753 | 58-1563799 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1000 Abernathy Road, Suite 1200, Atlanta, GA | 30328 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Item 8.01 | Other Events. |
On February 16, 2016, Axiall Corporation (the Company) sent a letter to its employees regarding the letter it previously received from Westlake Chemical Corporation (Westlake) on February 16, 2016 expressing Westlakes intention to nominate ten individuals to the Companys Board of Directors at the Companys 2016 Annual Meeting of Stockholders.
A copy of the letter is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Description | |
99.1 | Letter to Axiall Employees, dated February 16, 2016. |
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.
AXIALL CORPORATION | ||
By: |
/s/ Daniel S. Fishbein | |
Name: |
Daniel S. Fishbein | |
Title: |
Vice President & General Counsel |
Date: February 17, 2016
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Letter to Axiall Employees, dated February 16, 2016. |
Exhibit 99.1
To: Axiall Employees
From: President and CEO Tim Mann
Dear Axiall Employees:
Today, we received a letter from Westlake Chemical Corporation regarding its intent to nominate 10 director candidates to stand for election to Axialls Board of Directors at the Companys 2016 Annual Meeting of Stockholders, which has not yet been scheduled.
We believe Westlakes nomination of a slate of Board candidates is a clear attempt to force a sale of Axiall to Westlake at a price that significantly undervalues Axialls assets and its long-term prospects. The press release we issued today is posted to Connect! for your reference.
As you know, our Board of Directors previously unanimously rejected Westlakes unsolicited proposal to acquire all outstanding common shares of Axiall for a consideration of $20.00 per share in the form of $11.00 in cash and 0.1967 shares of Westlake stock.
As we move forward, we expect to issue public statements and send informative materials to our stockholders regarding the annual meeting. In addition, we will be reaching out to our major stockholders in the coming weeks. We expect Westlake will do the same. As a result, you are likely to see increased media attention focused on Axiall. It is important for us to speak with one voice, so we ask that you forward any media calls to Chip Swearngan (1-678-507-0554) and investor calls to Martin Jarosick (1-770-395-4524).
I appreciate that developments like this can be distracting and ask that everyone remain focused and keep up all the great work that contributes to Axialls success. It is business as usual for all of us at Axiall and todays events have no impact on our business, our strategy or your day-to-day responsibilities.
Thank you for your continued dedication and support.
Tim
Additional Information
In connection with the 2016 Annual Meeting, Axiall will file a proxy statement and other documents regarding the 2016 Annual Meeting with the Securities and Exchange Commission (SEC) and will mail the definitive proxy statement and a WHITE proxy card to each stockholder of record entitled to vote at the 2016 Annual Meeting. STOCKHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. The final proxy statement will be mailed to stockholders. Investors and security holders will be able to obtain the documents free of charge at the SECs website, www.sec.gov, from Axiall at its website, www.axiall.com, or 1000 Abernathy Road NE, Suite 1200, Atlanta, GA 30328, Attention: General Counsel.
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2016 Annual Meeting. Information concerning the Companys participants is set forth in the proxy statement, dated April 17, 2015, for its 2015 annual meeting of stockholders as filed with the SEC on Schedule 14A and the Companys Current Reports, dated July 6, 2015, July 28, 2015, September 25, 2015 and November 18, 2015, as filed with the SEC on Form 8-K. Additional information regarding the interests of participants of the Company in the solicitation of proxies in respect of the 2016 Annual Meeting and other relevant materials will be filed with the SEC when they become available.
Forward-Looking Statements Disclaimer
This news release contains forward-looking statements as defined in, and subject to the safe harbor provisions of, the federal securities laws. These forward looking statements relate to, among other things, the Companys anticipated financial performance, prospects and the Companys plans and objectives for future operations. Forward-looking statements are based on managements assumptions regarding, among other things, general economic and industry-specific business conditions and the continued execution of the Companys long-term business strategy as a stand-alone public company, and actual results may be materially different. Risks and uncertainties inherent in these assumptions include, but are not limited to, uncertainties regarding future actions that may be taken by Westlake in furtherance of its prior unsolicited proposal or its intent to nominate director candidates for election at the 2016 Annual Meeting, potential operational disruption caused by Westlakes future actions that may make it more difficult to maintain relationships with customers, employees or suppliers; the Companys ability to successfully implement its strategy to create sustainable, long-term stockholder value, the Companys ability to successfully implement and administer its cost-saving initiatives (including its restructuring programs) and produce the desired results (including projected savings), future prices for the Companys products, industry capacity levels for the Companys products, raw materials and energy costs and availability, feedstock availability and prices, changes in governmental and environmental regulations, the adoption of new laws or regulations that may make it more difficult or expensive to operate the Companys businesses or manufacture its products, the Companys ability to generate sufficient cash flows from its business, future economic conditions in the specific industries to which the Companys products are sold, global economic conditions, the effectiveness of certain previously disclosed and recently implemented changes to the Companys internal control over financial reporting, the Companys ability to successfully integrate and execute its business plans for acquisitions and other factors discussed in the Securities and Exchange Commission filings of Axiall from time to time, including the Companys Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent quarterly reports on Form 10-Q. The risks and uncertainties above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks and uncertainties develop into actual events, these developments could have material adverse effects on the Companys business, financial condition and results of operations. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied herein will not be realized.