amcol8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2012

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AMCOL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

State of Other Jurisdiction of Incorporation

1-14447

Commission File Number

36-0724340

I.R.S. Employer Identification Number

2870 Forbs Avenue

Hoffman Estates, IL 60192

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 851-1500

Not Applicable

(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 (see General Instruction A.2. below):


[ ]		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]		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 2.02

Results of Operations and Financial Condition.

On August 10, 2012, AMCOL International Corporation (“AMCOL”) issued a press release reporting, among other matters, that the Company has filed a Form 12b-25 to report the delay in filing its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012. AMCOL reported that following the release of AMCOL's earnings for the second quarter in a press release dated July 27, 2012, AMCOL determined that it may need to reduce the value of inventory recorded in its Environmental segment’s operations in Spain. AMCOL management and the Audit Committee are working together to determine the amount of the reduction required and to identify the financial reporting periods impacted. At this time, AMCOL believes that the relevant periods may include one or more periods dating back to as early as 2010. Currently, neither AMCOL management nor the Audit Committee is able to determine whether any financial statements will need to be restated or whether the financial results presented in the July 27, 2012 press release will need to be revised.

A copy of AMCOL’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2012, the AMCOL Board of Directors elected Donald J. Gallagher and William H. Schumann, III as directors of AMCOL, effective November 13, 2012. Mr. Gallagher will serve as a Class I Director with a term expiring at our 2014 Annual Meeting of Shareholders. Mr. Gallagher will serve on the Audit Committee. Mr. Schumann will serve as a Class III Director with a term expiring at our 2013 Annual Meeting of Shareholders. Mr. Schumann will also serve on the Audit Committee.

The Board of Directors determined that each of Mr. Gallagher and Mr. Schumann qualify as an independent director under the regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.

A copy of AMCOL’s press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference.

Item 9.01 Financial Statements And Exhibits

99.1 Press Release dated August 10, 2012

99.2 Press Release dated August 10, 2012

SIGNATURE

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.

		AMCOL INTERNATIONAL CORPORATION
Date:	August 10, 2012	By:	/s/ Donald W. Pearson
			Donald W. Pearson
			Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit
99.1		Press Release dated August 10, 2012
99.2		Press Release dated August 10, 2012

AMCOL International Corporation (NYSE: ACO) Reports Appointment of Two New Directors

HOFFMAN ESTATES, IL--(Marketwire - August 10, 2012) - AMCOL International Corporation (NYSE: ACO) is pleased to announce the appointment of Donald J. Gallagher and William H. Schumann, III as directors of the Company, effective November 13, 2012. Mr. Gallagher will serve as a Class I Director with a term expiring at our 2014 Annual Meeting of Shareholders. Mr. Gallagher will serve on the Audit Committee. Mr. Schumann will serve as a Class III Director with a term expiring at our 2013 Annual Meeting of Shareholders. Mr. Schumann will also serve on the Audit Committee.

Mr. Gallagher, 60, has served in a variety of management positions during his 31 year career at Cliffs Natural Resources Inc. and currently serves as Executive Vice President and President, Global Commercial. Mr. Gallagher served as Chief Financial Officer from 2003 to 2006. Cliffs Natural Resources is an international mining and natural resources company. Mr. Gallagher also serves on the Board of Directors of Fifth Third Bank's NE Ohio affiliate.

Mr. Schumann, 61, is scheduled to retire from FMC Technologies, Inc. on August 31 after serving in a variety of financial and management positions during his 31 year career at FMC. Mr. Schumann currently serves as an Executive Vice President and served as Chief Financial Officer from 1999 to 2011. FMC Technologies is a leading global provider of technology solutions for the energy industry. Mr. Schumann also serves on the Board of Directors of Avnet, Inc., a distributor of electronic components, enterprise computer and storage products and embedded subsystems.

"We are very pleased to welcome both Don and Bill to our Board," said John Hughes, Chairman. "We believe Don's experience in the mining industry and Bill's experience in the energy industry will add significant value," Mr. Hughes continued. "In addition, both Don and Bill have excellent management experience, including supervising significant international operations," Mr. Hughes concluded.

AMCOL, headquartered in Hoffman Estates, IL, produces and markets a wide range of specialty minerals and materials used for industrial, environmental and consumer-related applications. AMCOL is the parent of American Colloid Co., CETCO (Colloid Environmental Technologies Company), CETCO Oilfield Services Company and the transportation operations, Ameri-co Carriers, Inc. and Ameri-co Logistics, Inc. AMCOL's common stock is traded on the New York Stock Exchange under the symbol ACO. AMCOL's web address is www.amcol.com.

For further information, contact:

Don Pearson

Vice President & CFO

847.851.1500 

AMCOL International Corporation (NYSE: ACO) Reports Declaration of Dividend and Delay in Filing of Second Quarter Form 10-Q

HOFFMAN ESTATES, IL--(Marketwire - August 10, 2012) - AMCOL International Corporation (NYSE: ACO) reports that the Board of Directors has declared a quarterly dividend of $0.20 per share, payable on October 9, 2012 to shareholders of record as of August 29, 2012.

AMCOL also reports that it has filed a Form 12b-25 to report the delay in filing its Quarterly Report on Form 10-Q for the 2012 second quarter ended June 30, 2012. Following the release of AMCOL's earnings for the second quarter in a press release dated July 27, 2012, AMCOL determined that it may need to reduce the value of inventory recorded in its Environmental segment's operations in Spain. AMCOL management and our Audit Committee are working together to determine the amount of the reduction required and to identify the financial reporting periods impacted. At this time, we believe that the relevant periods may include one or more periods dating back to as early as 2010. Currently, neither AMCOL management nor our Audit Committee is able to determine whether any financial statements will need to be restated or whether the financial results presented in the July 27, 2012 press release will need to be revised.

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding possible restatements or revisions of financial results. Such forward-looking statements are subject to many uncertainties, which include factors detailed from time to time in AMCOL's annual report and other reports filed with the Securities and Exchange Commission. AMCOL undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in AMCOL's expectations.

For further information, contact:

Don Pearson

Vice President & CFO

847.851.1500 