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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) January 6,
2010
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-7459
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34-0514850 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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3550 West Market Street, Akron, Ohio
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44333 |
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(Address of principal executive offices)
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(Zip Code) |
(330) 666-3751
(Registrants telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 6, 2010, A. Schulman, Inc. (the Company) announced earnings for the Companys
first quarter ended November 30, 2009. A copy of the press release announcing these results is
attached as Exhibit 99.1 hereto and incorporated by reference herein.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this
Item 2.02 is being furnished and shall not be deemed to be filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that
section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended.
Cautionary Statement
A number of the matters discussed in this release that are not historical or current facts
deal with potential future circumstances and developments, in particular, information regarding
expected synergies resulting from the merger of A. Schulman and ICO, combined operating and
financial data, the combined companys plans, objectives, expectations and intentions and whether
and when the transactions contemplated by the merger agreement will be consummated. The discussion
of such matters is qualified by the inherent risks and uncertainties surrounding future
expectations generally, and also may materially differ from actual future experience involving any
one or more of such matters. Such risks and uncertainties include: the risk that the businesses
will not be integrated successfully; the risk that the cost savings and any other synergies from
the transaction may not be fully realized or may take longer to realize than expected; restrictions
imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and
other raw materials; worldwide and regional economic, business, and political conditions, including
continuing economic uncertainties in some or all major product markets; changes in customer demand
and requirements; business cycles and other industry conditions; the timing of new services or
facilities; ability to compete; effects of compliance with laws; fluctuations in the value of
currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound
sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to
operating facilities; effect and costs of claims (known or unknown) relating to litigation and
environmental remediation; ability to manage global inventory; ability to develop technology and
proprietary know-how; ability to attract and retain key personnel; escalation in the cost of
providing employee health care; performance of the global automotive market; disruption from the
transaction making it more difficult to maintain relationships with customers, employees or
suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms
and schedule, and any conditions imposed on the combined company in connection with consummation of
the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure
to satisfy various other conditions to the closing of the merger contemplated by the merger
agreement; and the risks that are described from time to time in A. Schulmans and ICOs respective
reports filed with the SEC, including A. Schulmans Annual Report on Form 10-K for the year ended
August 31, 2009 and ICOs Annual Report on Form 10-K for the year ended September 30, 2009, in each
case, as such reports may have been amended. This release speaks only as of its date, and A.
Schulman and ICO each disclaims any duty to update the information herein.
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Additional Information and Where to Find It
In connection with the proposed transaction, A. Schulman has filed a Registration Statement on
Form S-4 with the SEC (Reg. No. 333-164085) containing a preliminary proxy statement/prospectus
regarding the proposed merger. SHAREHOLDERS OF ICO ARE ENCOURAGED TO READ THE REGISTRATION
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/
PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of
ICO. Investors and security holders will be able to obtain the documents free of charge at the
SECs website, www.sec.gov, from A. Schulman, Inc. at its website, www.aschulman.com, or from ICO,
Inc. at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057,
attention: Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants In Solicitation
A. Schulman and ICO and their respective directors and executive officers, other members of
management and employees and the proposed directors and executive officers of the combined company,
may be deemed to be participants in the solicitation of proxies in respect of the proposed
transaction. Information concerning the proposed directors and executive officers of the combined
company, A.Schulmans and ICOs respective directors and executive officers and other participants
in the proxy solicitation, including a description of their interests, is included in the proxy
statement/prospectus contained in the above-referenced Registration Statement on Form S-4.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Number |
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Description |
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99.1
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Press Release, dated January 6, 2010, announcing earnings results. |
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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.
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A. Schulman, Inc.
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By: |
/s/ David C. Minc
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David C. Minc |
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Vice President, General Counsel and
Secretary |
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Date: January 7, 2010
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