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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 8, 2005
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AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15661 36-0724340
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State of Other Jurisdiction Commission I.R.S. Employer
of Incorporation File Number Identification Number
One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, IL 60004-7803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 394-8730
NOT APPLICABLE
(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:
[ ] 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))
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ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING
RULE OR STANDARD.
The Commentary to Section 303A.03 of the New York Stock Exchange ("NYSE")
Listed Company Manual requires each listed company to disclose in its proxy
statement the procedure by which a presiding director is selected at executive
sessions of non-management directors. On September 8, 2005, the NYSE notified
counsel for AMCOL International Corporation (the "Company") that the Company
failed to identify the procedure by which the director who will preside at the
regularly scheduled executive sessions of non-management directors is chosen in
its proxy statement dated April 11, 2005. Pursuant to the Company's Corporate
Governance Guidelines, the director who will preside at any such executive
session will rotate and will be the Chairman of the Audit, Compensation,
Nominating and Governance, and Executive Committees in the first, second, third
and fourth calendar quarter of each year respectively. Our Corporate Governance
Guidelines and additional information regarding our corporate governance are
posted on our website at www.amcol.com.
On September 8, 2005, the NYSE advised the Company of alternative methods
for curing the non-compliance, including the filing of an 8-K with the required
disclosure. Although the Company does not believe that its failure to specify in
its proxy statement the procedure by which a presiding director is chosen to
preside at executive sessions of non-management directors is material, the
Company is correcting its noncompliance by filing this Current Report on a Form
8-K with the Securities and Exchange Commission.
SIGNATURE
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.
AMCOL INTERNATIONAL CORPORATION
Date: September 12, 2005 By: /s/ Gary L. Castagna
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Gary L. Castagna
Senior Vice President and
Chief Financial Officer