Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - AMCOL INTERNATIONAL CORP | exh10_1.htm |
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): April 29, 2010
_______________
AMCOL
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Delaware | 1-14447 | 36-0724340 |
| State of Other Jurisdiction | Commission File Number | I.R.S. Employer |
| of Incorporation | 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:
[ ]
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
1.01 Entry into a Material Definitive Agreement.
On April 29,
2010, AMCOL International Corporation (the “Company”) issued and sold
an
aggregate of $50 million of its senior notes (the “Notes”) to qualified
institutional buyers pursuant
to a note purchase agreement dated as of the same date (the “Note Purchase
Agreement”).
The unpaid
principal amount of the Notes bears interest at a fixed annual rate of 5.46%,
payable
semi-annually in arrears on April 29th and October 29th of each year, beginning
October 29, 2010.
The principal amount of the Notes is due at maturity on April 29, 2020, subject
to acceleration
upon an event of default.
The Note
Purchase Agreement provides for customary events of default that include
(subject
in certain cases to customary grace and cure periods) nonpayment of principal,
interest or
make-whole amounts, breach of covenants or other agreements in the Note Purchase
Agreement
and certain events of bankruptcy or insolvency. Generally, if an event of
default occurs,
the holder may accelerate payment of the Notes. The Notes will accelerate
automatically
if
certain events of bankruptcy or insolvency occur.
The
obligations of the Company under the Note Purchase Agreement are guaranteed by
certain
subsidiaries of the Company.
The Note
Purchase Agreement, including the form of Notes, is filed as Exhibit 10.1 to
this
Current Report on Form 8-K. The foregoing description is qualified in its
entirety by reference
to the full text of the Note Purchase Agreement.
Item
2.03(a) Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The
disclosures provided in Item 1.01 of this Form 8-K are hereby incorporated
by
reference
into this Item 2.03.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
10.1 Note Purchase Agreement dated as of April 29,
2010
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: April 30, 2010 | By: /s/ Donald W. Pearson |
| Donald W. Pearson | |
| Vice President and Chief Financial Officer |
INDEX
TO EXHIBITS
Exhibit
No. Description of
Exhibit
10.1
Note Purchase Agreement dated as of April 29, 2010