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W R Grace & Co. – ‘8-K’ for 4/14/21

On:  Wednesday, 4/14/21, at 5:04pm ET   ·   For:  4/14/21   ·   Accession #:  898822-21-13   ·   File #:  1-13953

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/21  W R Grace & Co.                   8-K:5,8,9   4/14/21   11:183K                                   Wachtell Lipton… Katz/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     30K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     11K 
 7: R1          Document and Entity Information                     HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 6: XML         XBRL Instance -- grace8k20210414_htm                 XML     15K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- gra-20210414_lab                      XML     65K 
 5: EX-101.PRE  XBRL Presentations -- gra-20210414_pre               XML     47K 
 3: EX-101.SCH  XBRL Schema -- gra-20210414                          XSD     15K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    20K 
11: ZIP         XBRL Zipped Folder -- 0000898822-21-000013-xbrl      Zip     15K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 iX:   C: 
 i false i 12-31 i 000104530900010453092021-04-142021-04-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM  i 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)  i April 14, 2021

 i W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)

 i Delaware
 
 i 001-13953
 
 i 65-0773649
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 i 7500 Grace Drive,  i Columbia,  i Maryland  i 21044-4098
(Address of principal executive offices) (Zip Code)
( i 410)  i 531-4000
(Registrant’s 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:
 i    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
 i Common Stock, $0.01 par value per share
 
 i GRA
 
 i New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company  i 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 


W. R. GRACE & CO.
FORM 8-K
CURRENT REPORT
Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 8.01. Other Events.
On April 14, 2021, W. R. Grace & Co. (“Grace” or the “Company”) entered into an amendment (the “Amendment”) to a certain letter agreement, dated February 1, 2021, by and among Grace, 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP (collectively, “40 North”).  Pursuant to the Amendment, Grace and 40 North agreed to extend the nomination deadline for 40 North to submit candidates for election to the Company’s Board of Directors at the Company’s 2021 Annual Meeting of Shareholders to April 26, 2021.  Grace and 40 North also agreed not to make any further public statements regarding the other party or the ongoing discussions between the parties prior to April 26, 2021.
A copy of the press release announcing the entry of Grace and 40 North into the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)           Exhibits
Exhibit No.
 
Description of Exhibit
 
Location
99.1 
 
 
 
104 
   
Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)
 

Forward-looking statements
This report and the exhibit hereto contain forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, statements regarding future: financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; impact of COVID-19 on Grace’s business; competitive positions; growth opportunities for existing products; benefits from new technology; benefits from cost reduction initiatives; succession planning; and markets for securities. For these statements, Grace claims the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Grace is subject to risks and uncertainties that could cause actual results or events to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results or events to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in areas of active conflicts and in emerging regions; the costs and availability of raw materials, energy and transportation; the effectiveness of Grace’s research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting Grace’s outstanding indebtedness; developments affecting Grace’s pension obligations; legacy matters (including product, environmental, and other legacy liabilities) relating to past activities of Grace; its legal and environmental proceedings; environmental compliance costs (including existing and potential laws and regulations pertaining to climate change); the inability to establish or maintain certain business relationships; the inability to hire or retain key personnel; natural disasters such as storms and floods; fires and force majeure events; the economics of our customers’ industries, including the petroleum refining, petrochemicals, and plastics industries, and shifting consumer preferences; public health and safety concerns, including pandemics and quarantines; changes in tax laws and regulations; international trade disputes, tariffs, and sanctions; the potential effects of cyberattacks; and those additional factors set forth in Grace’s most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the internet at www.sec.gov. Grace’s reported results should not be considered as an indication of its future performance. Readers are cautioned not to place undue reliance on Grace’s projections and forward-looking statements, which speak only as of the dates those projections and statements are made. Grace undertakes no obligation to release publicly any revisions to the projections and forward-looking statements contained in this report and the exhibit hereto, or to update them to reflect events or circumstances occurring after the date of this report.


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.
 
 
W. R. GRACE & CO.
 
(Registrant)
 
 
 
By
 
 
 
 
Senior Vice President, General Counsel, and Secretary
 
 
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
4/26/218-K,  DEFA14A,  SC 13D/A
Filed on / For Period end:4/14/21SC 13D/A
2/1/218-K,  SC 13D/A
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/10/21  W R Grace & Co.                   DEFM14A                1:4.3M                                   Broadridge Fin’l So… Inc
 7/26/21  W R Grace & Co.                   PRER14A                1:4.6M                                   Broadridge Fin’l So… Inc
 7/06/21  W R Grace & Co.                   PRER14A                1:4.5M                                   Broadridge Fin’l So… Inc
 6/21/21  W R Grace & Co.                   PRER14A                1:2.3M                                   Broadridge Fin’l So… Inc
 5/24/21  W R Grace & Co.                   PREM14A     5/24/21    1:3.8M                                   Broadridge Fin’l So… Inc
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