Attached files
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EX-99.1 - PRESS RELEASE - JOHNSONDIVERSEY INC | dex991.htm |
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 21, 2011
DIVERSEY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 333-108853
Delaware | 80-0010497 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
8310 16th Street Sturtevant, Wisconsin |
53177-0902 | |
(Address of principal executive offices) | (ZIP Code) |
Registrants telephone number, including area code: (262) 631-4001
DIVERSEY, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 333-97427
Delaware | 39-1877511 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
8310 16th Street Sturtevant, Wisconsin |
53177-0902 | |
(Address of principal executive offices) | (ZIP Code) |
Registrants telephone number, including area code: (262) 631-4001
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Directors or Certain Officers
Effective February 21, 2011, S. Curtis Johnson III, previously designated as a director by Commercial Markets Holdco, LLC (CMH) pursuant to the stockholders agreement, dated as of November 24, 2009, by and among Diversey Holdings, Inc. (the Company), CMH, SNW Co., Inc., CDR Jaguar Investor Company, LLC (CDR Investor), and CDR F&F Jaguar Investor, LLC (the Stockholders Agreement), resigned from the Board of Directors (the Board) of the Company and the Companys subsidiary, Diversey, Inc. (Diversey). The Company and Diversey also announced that Mr. Johnson would take a leave of absence from the companies and his position as Chairman of the Company and Diversey. Mr. Johnson served on the Companys Executive, Finance, and Governance committees.
Appointment of Certain Officers
Under the Stockholders Agreement, each of CMH and CDR Investor have the right to designate five directors, including two independent directors, to the Board of the Company and Diversey, and CMH has the right to designate the Chairman of the Board of the Company and Diversey (the Chairman).
On February 21, 2011, CMH appointed Helen P. Johnson-Leipold, an existing member of the Board, to replace Mr. Johnson as Chairman effective February 21, 2011. The Board of Directors of Diversey also appointed Ms. Johnson-Leipold as Chairman of Diversey.
A copy of the press release issued by the Company announcing Mr. Johnsons resignation and the appointment of Ms. Johnson-Leipold as Chairman is furnished as Exhibit 99.1 hereto.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description | |
99.1 | Press Release dated February 21, 2011 (filed herewith). |
Signature(s)
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.
DIVERSEY HOLDINGS, INC. | ||||||
Date: February 22, 2011 | By: | /s/ Scott D. Russell | ||||
Scott D. Russell Chief Compliance Officer, Executive Vice President, General Counsel & Corporate Secretary | ||||||
DIVERSEY, INC. | ||||||
Date: February 22, 2011 | By: | /s/ Scott D. Russell | ||||
Scott D. Russell Chief Compliance Officer, Executive Vice President, General Counsel & Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press Release dated February 21, 2011 (filed herewith). |