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 2, 2007
ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Virginia | | 1-14601 | | 06-1526315 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
501 Merritt 7, Norwalk, CT | | | | 06851 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant's telephone number, including area code: (203) 229-2900
N/A
(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):
| ¨ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 2, 2007, Arch Chemicals, Inc. (the “Company”) released the results of operations and financial condition for the three and nine months ended September 30, 2007. Attached as Exhibit 99, and incorporated herein by reference, is a copy of the Company's earnings press release dated November 2, 2007.
Included in Exhibit 99 are references to the Company's income and earnings per share from continuing operations which in some cases, as noted in such Exhibit, exclude the effects of the restructuring, the impact of the change in the U.K. tax rate related to the Company’s U.K. pension plans and the impact of the increase in the Company’s stock price on compensation expense related to the Company’s share-based compensation programs recorded during the three months ended September 30, 2007. Additionally, there are references to the Company's 2007 full year estimate of diluted income per share from continuing operations which in some cases, as noted in such Exhibit, exclude the effects of the restructuring and impairment, the impact of the change in the U.K. tax rate related to the Company’s U.K. pension plans and the gain on the completion of a contract recorded during the twelve months ended December 31, 2007. The Company believes that these non-GAAP financial measures provide comparative information to the original earnings guidance that was provided on July 31, 2007 by the Company as well as comparison of results to prior year and therefore is useful to the investment community. Reconciliations of these non-GAAP financial measures to what the Company believes is the most directly comparable U.S. GAAP financial measures are provided in such Exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| 99. | Press Release, dated November 2, 2007. |
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.
Date: November 2, 2007
| | | |
| | ARCH CHEMICALS, INC. |
| | | |
| | By: | /s/ Steven C. Giuliano |
| |
Name: Steven C. Giuliano |
| | Title: Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. | | Description |
| 99. | | Press Release, dated November 2, 2007. |
