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): MAY 30, 2006
SOLUTIA INC.
------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
--------
(STATE OF INCORPORATION)
001-13255 43-1781797
--------- ----------
(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760
--------------------------------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(314) 674-1000
--------------
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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:
[ ] 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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As previously reported, on December 17, 2003 Solutia Inc. ("Solutia") and
its 14 U.S. subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the U.S.
Bankruptcy Court for the Southern District of New York (the "Court"). The
cases were consolidated for the purpose of joint administration and were
assigned case number 03-17949 (PCB). Solutia's subsidiaries outside the
United States were not included in the Chapter 11 filing.
On May 23, 2006 Solutia's wholly-owned, non-debtor subsidiary Solutia Europe
S.A./N.V. ("SESA") entered into a Share and Asset Purchase Agreement (the
"Purchase Agreement"), between SESA and Dishman Pharmaceuticals & Chemicals
Ltd. ("Dishman"). Solutia issued a press release on May 24, 2006 regarding
entry into the Purchase Agreement which is attached hereto as Exhibit 99.1.
The description of the Purchase Agreement contained herein sets forth a
brief summary of certain material terms of that agreement. However, this
description does not purport to be complete and is qualified in its entirety
by reference to the specific terms of the Purchase Agreement.
The Purchase Agreement provides for the sale by SESA to Dishman of all of
the outstanding share capital of SESA's wholly-owned subsidiaries CarboGen
AG ("CarboGen") and AMCIS AG ("AMCIS" and, together with CarboGen, the
"Swiss Companies"), along with certain other assets of SESA and Solutia and
their respective affiliates used by the Swiss Companies in their business
(the "Transferred Assets"). Dishman will assume substantially all of the
liabilities relating to the Swiss Companies and the Transferred Assets,
other than certain liabilities with respect to the Transferred Assets
arising prior to the closing of the transaction and liabilities under
certain employment agreements. The sale price is $74.5 million, subject to
adjustment for working capital amounts.
Closing of the sale is subject to a number of conditions, including
authorization from the Bankruptcy Court of the sale of the Transferred
Assets owned by Solutia, removal of restrictions on the sale contained in
SESA's Euronotes, and certain other governmental and regulatory approvals.
The Purchase Agreement may be terminated by SESA, on the one hand, or by
Dishman, on the other hand, if any of the conditions to closing become
incapable of fulfillment or if the Closing has not occurred by August 31,
2006.
SESA has agreed, subject to certain exceptions, that for a period of three
years after the closing of the Purchase Agreement neither it nor its
affiliates will compete with the business of the Swiss Companies or solicit
for employment certain employees of the Swiss Companies and their current
affiliates.
Pursuant to the Purchase Agreement, SESA has agreed, subject to certain
limitations and exclusions, to indemnify Dishman and its affiliates and
representatives from and against any damages arising from any breach of the
representations and warranties or covenants contained in the Purchase
Agreement, pre-closing breach of certain contracts assumed pursuant to the
Purchase Agreement, the termination of certain real property leases of
AMCIS, or as a result of certain other liabilities retained by SESA. Dishman
has agreed, subject to certain limitations and exclusions, to indemnify SESA
and its affiliates and representatives from and against any damages arising
from any breach of the representations and warranties or covenants contained
in the Purchase Agreement, termination of employment agreements of certain
employees of the Swiss Companies and their current affiliates, or as a
result of certain other liabilities of the Swiss Companies.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
Exhibit Number Description
- -------------- -----------
99.1 May 24, 2006 Press Release announcing that
Solutia Europe, S.A./N.V., a wholly-owned
subsidiary of Solutia Inc., entered into a Stock
and Asset Purchase Agreement with Dishman
Pharmaceuticals & Chemicals Ltd. for the sale of
Solutia Europe's CarboGen AG and AMCIS AG
subsidiaries and other assets relating to the
Pharmaceutical Services business
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, THEREUNTO DULY AUTHORIZED.
SOLUTIA INC.
--------------------------------------
(Registrant)
/s/ Rosemary L. Klein
---------------------
Senior Vice President, General Counsel
and Secretary
DATE: MAY 30, 2006