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 31, 2007
SOLUTIA INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OF INCORPORATION)
001-13255 43-1781797
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(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
575 MARYVILLE CENTRE DRIVE, P.O. BOX 66760, ST. LOUIS, MISSOURI 63166-6760
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(314) 674-1000
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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
On May 31, 2007, Solutia Inc. ("Solutia") entered into an asset
purchase agreement dated March 11, 2007 (the "Purchase Agreement") by and
between Solutia and Thermphos Trading GmbH and its affiliates ("Thermphos") in
connection with Solutia's sale of its Dequest(R) water treatment phosphonates
business to Thermphos for $67 million subject to a working capital adjustment.
As part of the closing, affiliated companies of Solutia and Thermphos entered
into a lease and operating agreement under which Solutia will continue to
operate the Dequest production facility for Thermphos at Solutia's plant in
Newport, Wales, U.K. A copy of the Purchase Agreement and its amendments are
attached hereto as Exhibits 10.1, 10.2 and 10.3.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
Exhibit Number Description
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10.1 Asset Purchase Agreement between Solutia Inc. and Thermphos
Trading GmbH dated as of March 11, 2007
10.2 Amendment to Asset Purchase Agreement between Solutia Inc.
and Thermphos Trading GmbH dated as of March 13, 2007
10.3 Second Amendment to Asset Purchase Agreement between Solutia
Inc. and Thermphos Trading GmbH dated as of May 31, 2007
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.
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(Registrant)
/s/ Rosemary L. Klein
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Senior Vice President, General Counsel and
Secretary
DATE: June 5, 2007