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)
September 18, 2007 (September 17, 2007)
STERLING CHEMICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50132
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76-0502785 |
(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.) |
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333 Clay Street, Suite 3600
Houston, Texas
(Address of principal executive offices)
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77002-4109
(Zip Code) |
(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 (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
14d-2(b))
o 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 September 17, 2007, Sterling Chemicals, Inc. (“Sterling”) entered into a long-term
exclusive styrene supply agreement with NOVA Chemicals Inc. (“Nova”). The effectiveness of this
agreement is conditioned on its approval by the Federal Trade Commission (the “FTC”). If this
agreement becomes effective, it will have an initial term extending until December 31, 2017,
subject to some limited earlier termination rights held by Sterling. Under the agreement, Nova
will have the exclusive right to the entire production capacity of Sterling’s Texas City, Texas
styrene plant, the amount of any styrene supplied in any particular period being at Nova’s option
based on a full-cost formula. In exchange for Sterling’s obligations under this agreement and a
related rail car purchase and sale agreement entered into concurrently with the supply agreement,
Nova has agreed to pay Sterling $60 million within ten
business days after the agreements become effective. Alternatively, if the FTC does not approve
the supply agreement, Nova will be required to pay Sterling a break-up fee equal to $6 million.
The press
release announcing the entry into the supply agreement and the related rail car purchase and
sale agreement with Nova is included in this Current Report as Exhibit 99.1 and incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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Description |
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Exhibit 99.1
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Press Release dated September 18, 2007 |