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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) October 6, 2009
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14187
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02-0642224 |
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(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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2628 Pearl Road, P.O. Box 777, Medina, Ohio
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44258 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (330) 273-5090
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 October 6, 2009, RPM International Inc. (the Company) entered into an Underwriting
Agreement (the Underwriting Agreement) with Wells Fargo Securities, LLC and Banc of America
Securities LLC, as representatives of the several underwriters therein (collectively, the
Underwriters), providing for the offer and sale by the Company of $300,000,000 aggregate
principal amount of 6.125% Notes due 2019 (the Notes).
The Underwriting Agreement includes customary representations, warranties and covenants by the
Company. It also provides for customary indemnification by each of the Company and the
Underwriters against certain liabilities and customary contribution provisions in respect of those
liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in
its entirety by reference to the Underwriting Agreement which is filed herewith as Exhibit 1.1 and
is incorporated herein by reference. Certain of the Underwriters and their related entities have
engaged and may engage in various financial advisory, commercial banking and investment banking
transactions with the Company in the ordinary course of their business, for which they have
received, or will receive, customary compensation and expense reimbursement.
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Stockholders held on October 8, 2009, the Companys stockholders
approved an amendment to the RPM International Inc. Amended and Restated 2004 Omnibus Equity and
Incentive Plan (the Omnibus Plan). The amendment to the Omnibus Plan increases the maximum
aggregate number of shares of the Companys common stock authorized for issuance under the Omnibus
Plan by 6,000,000, to a total of 12,000,000. A description of the amendment to the Omnibus Plan
was included in the Companys Definitive Proxy Statement furnished in connection with the Annual
Meeting of Stockholders held on October 8, 2009, and is incorporated herein by reference.
Item 8.01 Other Events.
(a) Sale of Notes
On October 6, 2009, the Company agreed to sell $300,000,000 aggregate principal amount of its
Notes pursuant to the Underwriting Agreement. The sale of the Notes closed on October 9, 2009.
The Company intends to use the net proceeds from the offering of the Notes to repay, redeem or
refinance $163.7 million in principal amount of the Companys unsecured notes due October 15, 2009,
and approximately $120 million in principal amount of short-term borrowings outstanding under the
Companys accounts receivable securitization program. The balance of the net proceeds will be used
for general corporate purposes.
The offering of the Notes was registered under the Securities Act of 1933, as amended (the
Securities Act), and is being made pursuant to the Companys Registration Statement on Form S-3
(File No. 333-149232) and the Prospectus included therein (the Registration Statement), filed by
the Company with the Securities and Exchange Commission (the Commission) on February 14, 2008,
and the Prospectus Supplement relating thereto dated October 6, 2009 and filed with the Commission
on October 7, 2009 pursuant to Rule 424(b)(5) promulgated under the Securities Act.
(b) Annual Meeting Results
The Annual Meeting of Stockholders of the Company was held on October 8, 2009. The following
matters were voted on at the Annual Meeting and received the approval of the Companys
stockholders:
(i) Election of John P. Abizaid, Bruce A. Carbonari, James A. Karman, Donald K. Miller and
Joseph P. Viviano as Directors of the Company. The nominees were elected as Directors with the
following votes:
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John P. Abizaid |
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For |
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81,842,954 |
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Withheld |
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35,769,072 |
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Broker non-votes |
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0 |
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Bruce A. Carbonari |
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For |
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81,644,708 |
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Withheld |
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35,967,317 |
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Broker non-votes |
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0 |
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James A. Karman |
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For |
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78,114,993 |
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Withheld |
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39,497,033 |
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Broker non-votes |
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0 |
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Donald K. Miller |
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For |
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81,808,021 |
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Withheld |
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35,804,005 |
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Broker non-votes |
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0 |
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Joseph P. Viviano |
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For |
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81,485,578 |
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Withheld |
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36,126,448 |
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Broker non-votes |
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0 |
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In addition to the Directors above, the following Directors terms of office continued after
the Annual Meeting: Frederick R. Nance, Charles A. Ratner, William B. Summers, Jr., Jerry Sue
Thornton, David A. Daberko, William A. Papenbrock, Frank C. Sullivan and Thomas C. Sullivan.
(ii) The proposal to approve an amendment to the RPM International Inc. Amended and Restated
2004 Omnibus Equity and Incentive Plan was approved with the following votes:
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For |
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63,105,012 |
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Against |
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36,547,417 |
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Abstain |
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676,150 |
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Broker non-votes |
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17,283,446 |
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(iii) The proposal to ratify the appointment of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending May 31, 2010 was approved with the
following votes:
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For |
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115,240,754 |
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Against |
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767,781 |
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Abstain |
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425,321 |
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Broker non-votes |
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0 |
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(iv) The
non-binding stockholder proposal to eliminate classification of terms of the Board of Directors was approved
with the following votes:
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For |
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74,700,029 |
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Against |
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24,637,163 |
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Abstain |
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991,388 |
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Broker non-votes |
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17,283,445 |
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For information on how the votes for the above matters were tabulated, see the Companys
definitive Proxy Statement used in connection with the Annual Meeting of Stockholders on October 8,
2009.
(c) Declaration of Dividend
On October 8, 2009, the Company issued a press release announcing an increase in its quarterly
cash dividend. A copy of the press release is furnished with this current report on Form 8-K as
Exhibit 99.1.
(d) New Stock Transfer Agent
On October 7, 2009, the Company
issued a press release announcing that it has named
Wells Fargo Bank, N.A., as the Companys new stock transfer agent, registrar, dividend
disbursing agent and administrator of its dividend reinvestment plan, effective November 2, 2009.
A copy of the press release is furnished with this current report on Form 8-K as
Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
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Description |
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1.1
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Underwriting Agreement, dated October 6, 2009, among the Company and Wells Fargo Securities,
LLC and Banc of America Securities LLC, as representatives of the Underwriters. |
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4.1
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Officers Certificate and Authentication Order dated October 9, 2009 for the 6.125% Notes due
2019 (which includes the form of Note) issued pursuant to the Indenture dated as of February
14, 2008, between the Company and The Bank of New York Mellon Trust Company, N.A. |
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5.1
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Opinion of Calfee, Halter & Griswold LLP |
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5.2
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Opinion of Harter Secrest & Emery LLP |
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99.1
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Press Release of the Company, dated October 8, 2009, announcing a dividend increase. |
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99.2
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Press Release of the Company, dated
October 7, 2009, announcing the Companys new stock
transfer agent, Wells Fargo Bank, N.A. |
SIGNATURES
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.
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RPM International Inc.
(Registrant)
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Date October 8, 2009 |
/s/ Edward W. Moore
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Edward W. Moore |
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Vice President, General Counsel and Secretary |
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Exhibit Index
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Exhibit Number |
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Description |
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1.1
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Underwriting Agreement, dated October 6, 2009, among the Company and Wells Fargo
Securities, LLC and Banc of America Securities LLC, as representatives of the
Underwriters. |
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4.1
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Officers Certificate and Authentication Order dated October 9, 2009 for the 6.125%
Notes due 2019 (which includes the form of Note) issued pursuant to the Indenture
dated as of February 14, 2008, between the Company and The Bank of New York Mellon
Trust Company, N.A. |
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5.1
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Opinion of Calfee, Halter & Griswold LLP |
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5.2
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Opinion of Harter Secrest & Emery LLP |
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99.1
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Press Release of the Company, dated October 8, 2009, announcing a dividend increase. |
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99.2
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Press Release of the Company, dated
October 7, 2009, announcing the Companys new stock
transfer agent, Wells Fargo Bank, N.A. |