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): November 10, 2015
SIGMA-ALDRICH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-08135 | 43-1050617 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 3050 Spruce Street, St. Louis, MO | 63103 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (314) 771-5765
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 (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 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On November 10, 2015, Sigma-Aldrich Corporation (“Sigma-Aldrich”) sent to directors and executive officers a notice regarding the blackout period being imposed on all transactions involving the Sigma-Aldrich Stock Fund under the Sigma-Aldrich 401(k) Retirement Savings Plan (the “Plan”) and the blackout period being imposed on directors and executive officers under Section 306(a) of the Sarbanes-Oxley Action of 2002 (“SOX”), which blackout periods are being imposed in connection with the merger (the “Merger”) of Sigma-Aldrich with Mario II Finance Corp., a wholly-owned subsidiary of Merck KGaA, Darmstadt, Germany (“Merck”), pursuant to which Merck will acquire all the outstanding common stock of Sigma-Aldrich for cash.
The blackout period under the Plan is necessary in order to facilitate the liquidation of Sigma-Aldrich common stock held in the Sigma-Aldrich Stock Fund. The notice stated that the blackout period has begun and will end ten (10) business days after the Merger has closed, which is expected to be sometime during the week of November 23, 2015.
Because a blackout period in respect of the Merger is being imposed under the Plan, Sigma-Aldrich is also imposing a blackout period under Section 306(a) of SOX during the period beginning on November 10, 2015 and ending ten (10) business days after the Merger has closed, which is expected to be sometime during the week of November 23, 2015.
During the blackout period and for a period of two (2) years after the ending date of the blackout period, holders of Sigma-Aldrich common stock and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a written request to Sigma-Aldrich Corporation, attention Associate General Counsel, 3050 Spruce Street, St. Louis, Missouri 63103 or calling (314) 286-8359.
A copy of the notice, which was provided to Sigma-Aldrich’s directors and executive officers, is attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 5.04.
Item 9.01 Financial Statements and Exhibits.
The following Exhibit is filed as part of this Current Report on Form 8-K:
| Exhibit 99.1 | SOX Notice Regarding Insider Trading During the Sigma-Aldrich 401(k) Retirement Savings Plan Blackout Period, dated November 10, 2015 |
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.
Dated: November 10, 2015
| SIGMA-ALDRICH CORPORATION | ||||
| By: | /s/ George L. Miller | |||
| Name: George L. Miller | ||||
| Title: Senior Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
| Exhibit 99.1 | SOX Notice Regarding Insider Trading During the Sigma-Aldrich 401(k) Retirement Savings Plan Blackout Period, dated November 10, 2015 |
Exhibit 99.1
Reminder: SOX Notice Regarding Insider Trading During the Sigma-Aldrich 401(k) Retirement Savings Plan Blackout Period
November 10, 2015
Dear Director or Executive Officer of Sigma-Aldrich,
The necessary antitrust clearances for the acquisition by Merck KGaA, Darmstadt, Germany (“Merck”), of all of the issued and outstanding shares of common stock of Sigma-Aldrich Corporation (the “Transaction”) have been obtained and the closing date of the Transaction has been scheduled. Certain restrictions will be imposed on activities in the Sigma-Aldrich 401(k) Retirement Savings Plan (the “401(k) Plan”) in order to facilitate the liquidation of Sigma-Aldrich common stock held in the Sigma-Aldrich Stock Fund of the 401(k) Plan during the “blackout period.”
Because a blackout period will be imposed, applicable law prohibits you, as directors and executive officers of Sigma-Aldrich, from directly or indirectly purchasing, selling or otherwise acquiring or transferring any shares of Sigma-Aldrich common stock or other equity securities of Sigma-Aldrich. Applicable law and the Company’s Stock Trading Policy also prohibit your buying or selling options to acquire common stock and other derivative securities at any time, including during the blackout period described above.
Securities acquired outside of your service as a director or executive officer (such as shares acquired when you were an employee but not yet an executive officer) are not covered by these rules. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). Please note that the exchange of Sigma-Aldrich shares for cash pursuant to the terms of the Merger Agreement with Merck is not covered by these restrictions either.
Given the complexity of these rules, you are urged to avoid any discretionary change in your beneficial ownership of Sigma-Aldrich equity securities during the blackout periods. Even if you think an exception applies to you, we ask that you not trade ANY Sigma-Aldrich security or derivative during the blackout periods, unless you have advance written permission from the General Counsel of Sigma-Aldrich.
The blackout period is estimated to begin as of market close (4:00 p.m. Eastern time) on November 10, 2015 and end approximately ten (10) business days later. At any time after receiving this notice, you can determine whether the blackout period has started or ended by calling Fidelity at 1-800-835-5098, Monday through Friday, 8:30 a.m. to 8:00 p.m. Eastern time.
While we expect the blackout period to last no more than the period described above, we can extend the blackout period or end it early if the liquidation of Sigma-Aldrich common stock is completed more slowly or quickly than anticipated. At any time after receiving this notice, you can determine whether the blackout period has started or ended by calling Fidelity at 1-800-835-5098, Monday through Friday, 8:30 a.m. to 8:00 p.m. Eastern time.
If you have any questions concerning this notice, the blackout period or the transaction please contact the Associate General Counsel, Koby Kreinbring, at (314) 286-8359 or by mail at Sigma-Aldrich Corporation, 3050 Spruce Street, St. Louis, Missouri 63103. In addition, for a period of two years thereafter, you can confirm without charge the beginning and ending dates of the blackout period by contacting the Associate General Counsel, Koby Kreinbring, at (314) 286-8359 or by mail at Sigma-Aldrich Corporation, 3050 Spruce Street, St. Louis, Missouri 63103.