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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): February 13, 2007
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AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15661 36-0724340
State of Other Jurisdiction Commission File Number I.R.S. Employer
of Incorporation 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On February 13, 2007, AMCOL International Corporation (the "Company")
announced that Robert E. Driscoll, III was retiring from the Company's Board of
Directors, effective immediately. Mr. Driscoll served as a Class II Director,
and his term was scheduled to expire at the 2009 Annual Meeting of Shareholders.
Mr. Driscoll's retirement from the Board is not due to any disagreement with
management or any other Board member.
Also on February 13, 2007, the Board reduced the size of the Company's
Board of Directors from ten directors to nine directors, with the resulting
nine-member Board being equally divided into three classes. In addition, in
order to balance the number of directors in each of the three classes, the Board
appointed Lawrence E. Washow, currently a Class I Director and the Company's
Chief Executive Officer, to serve as a Class II Director. Consequently, Mr.
Washow's term as a director will expire at the 2009 Annual Meeting of
Shareholders, rather than the 2008 Annual Meeting of Shareholders. Mr. Washow
will continue to serve on the Board's executive committee. A copy of the press
release announcing Mr. Driscoll's retirement and Mr. Washow's appointment as a
Class II Director is attached hereto and incorporated by reference herein as
Exhibit 99.1.
ITEM 8.01 OTHER EVENTS
On February 13, 2007, the Company declared a dividend in the amount of
$0.14 per share of the Company's common stock, payable on March 9, 2007 to all
shareholders of record on February 23, 2007.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release, dated February 13, 2007.
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: February 13, 2007 By: /s/ Gary L. Castagna
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Gary L. Castagna
Senior Vice President and
Chief Financial Officer