8-K - 02.06.15 - Separation 8-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 6, 2015 (February 5, 2015)
 
W. R. GRACE & CO.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
1-13953
 
65-0773649
(Commission File Number)
 
(IRS Employer Identification No.)
 
7500 Grace Drive
 
 
Columbia, Maryland
 
21044
(Address of Principal Executive Offices)
 
(Zip Code)
 
(410) 531-4000
(Registrant’s Telephone Number, Including Area Code)
 
 
(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):
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





W. R. GRACE & CO.
FORM 8-K
CURRENT REPORT
 
Item 7.01.    Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01 of Form 8-K. On February 5, 2015, W. R. Grace & Co. ("Grace”) issued a press release announcing its plan to separate into two independent, publicly traded companies, one composed of its Catalysts Technologies and Materials Technologies business segments (excluding the Darex packaging business) and one composed of its Construction Products business segment and the Darex packaging business. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A related investor presentation is also attached hereto as Exhibit 99.2.

The information furnished in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless Grace specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits.

(d)                                 Exhibits

Exhibit No.
 
Description of Exhibit
99.1

 
Press Release dated February 5, 2015, issued by W. R. Grace & Co.*
99.2

 
Separation Investor Presentation dated February 5, 2015.*

*    Not “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
 
 
 
W. R. GRACE & CO.
 
 
(Registrant)
 
 
 
 
By
/s/ Hudson La Force III
 
 
 
 
 
Hudson La Force III
 
 
Senior Vice President and Chief Financial Officer
 
 
 
Dated: February 6, 2015