UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 8, 2004
ARCH CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
Virginia 1-14601 06-1526315
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification
of incorporation) Number)
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)
Item 5. Other Events.
On March 4, 2004, Arch Chemicals, Inc. (the "Company") announced
that it signed a definitive agreement to acquire Avecia's Biocides business,
which is comprised of a Pool and Spa business and a Protection and Hygiene
business (see the Company's 8-K, dated March 4, 2004, filed on March 4, 2004).
A copy of the restated sale and purchase agreement is attached as Exhibit 2.1
to this report. In addition, a copy of the first amendment to the Company's
Revolving Credit Agreement is attached as Exhibit 4.1 to this report and a
copy of the first amendment to the Company's Note Purchase Agreement is
attached as Exhibit 4.2 to this report.
Item 7. Exhibits.
Exhibit No. Description
- ----------- -----------
2.1 Restated Sale and Purchase Agreement dated as of 8th
March 2004, restating an agreement made between the
parties on 4th March 2004.
4.1 First Amendment entered into as of February 20, 2004
relating to the Revolving Credit Agreement dated as of
June 30, 2003 among the Company, The Lenders
Party hereto, JPMorgan Chase Bank, as administrative
agent, JPMorgan Securities Inc., as Joint Lead Arranger
and Joint Book Manager, Banc of America Securities,
L.L.C., as Joint Lead Arranger and Joint Book Manager,
Bank of America, National Association, as
Documentation Agent, and Fleet National Bank, as
Syndication Agent.
4.2 First Amendment entered into as of February 27, 2004
relating to the Note Purchase Agreement dated as of
March 20, 2002 among the Company and the purchasers
named therein, relating to the Company's $149,000,000
Senior Notes, Series A, due March 20, 2007 and
$62,000,000 Senior Notes, Series B, due March 20, 2009.
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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.
Date: March 8, 2004
ARCH CHEMICALS, INC.
By: /s/ Louis S. Massimo
-----------------------------------
Name: Louis S. Massimo
Title: Executive Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Restated Sale and Purchase Agreement dated as of 8th
March 2004, restating an agreement made between the
parties on 4th March 2004.
4.1 First Amendment entered into as of February 20, 2004
relating to the Revolving Credit Agreement dated as of
June 30, 2003 among the Company, The Lenders
Party hereto, JPMorgan Chase Bank, as administrative
agent, JPMorgan Securities Inc., as Joint Lead Arranger
and Joint Book Manager, Banc of America Securities,
L.L.C., as Joint Lead Arranger and Joint Book Manager,
Bank of America, National Association, as
Documentation Agent, and Fleet National Bank, as
Syndication Agent.
4.2 First Amendment entered into as of February 27, 2004
relating to the Note Purchase Agreement dated as of
March 20, 2002 among the Company and the purchasers
named therein, relating to the Company's $149,000,000
Senior Notes, Series A, due March 20, 2007 and
$62,000,000 Senior Notes, Series B, due March 20, 2009.
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