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)
November 12, 2009 (November 11, 2009)
STERLING CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50132
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76-0502785 |
| (State or other jurisdiction of
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(Commission File No.)
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(IRS Employer Identification No.) |
| Incorporation)
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| 333 Clay Street, Suite 3600
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77002-4109 |
| Houston, Texas
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(Zip Code) |
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(713) 650-3700
(Registrant’s telephone number, including area code)
Not Applicable
(Former names 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:
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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)) |
TABLE OF CONTENTS
Item 1.02. Termination of a Material Definitive Agreement.
On November 11, 2009, Sterling Chemicals, Inc. (“Sterling”) received notice from BASF
Corporation (“BASF”) that, pursuant to the terms of that certain Third Amended and Restated
Plasticizers Production Agreement, dated as of April 1, 2008, between Sterling and BASF, as amended
(the “Production Agreement”), BASF is exercising its right to terminate the Production
Agreement, effective December 31, 2010. Under the terms of the Production Agreement, Sterling
sells all of its plasticizers to BASF, and in exchange, BASF provides Sterling with most of its
required raw materials and markets Sterling’s plasticizers. Additionally, BASF is obligated to
make certain fixed quarterly payments to Sterling, while reimbursing Sterling monthly for its
actual production costs and capital expenditures relating to its plasticizers facility. In
connection with the termination of the Production Agreement, there will not be any early
termination penalties for Sterling, but BASF will be required to pay to Sterling an early
termination fee on December 31, 2010. Revenues from Sterling’s plasticizers segment were $31.0
million for the year ended December 31, 2008 and $20.2 million for the nine months ended September
30, 2009, representing approximately 19.2% and 23.6%, respectively, of Sterling’s total revenues
for such period. Other than the Production Agreement, Sterling and its affiliates do not have any
material relationships with BASF.
Notwithstanding BASF’s election to terminate the Production Agreement, Sterling is continuing
to explore and evaluate all available opportunities with respect to its plasticizers business and
its plasticizers facility.