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)
February 26, 2010 (February 23,
2010)
STERLING
CHEMICALS, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
(State or other
jurisdiction of
incorporation |
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000-50132
(Commission File No.) |
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76-0502785
(IRS
Employer
Identification
No.) |
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333 Clay Street,
Suite 3600
Houston, Texas
(Address of principal execute
offices) |
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77002-4109
(Zip Code) |
(713) 650-3700
(Registrant’s telephone number,
including area code)
Not
Applicable
(Former names 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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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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. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers |
Effective as of March 1, 2010,
David J. Collins was appointed Senior Vice President and Chief Financial Officer
of Sterling Chemicals, Inc. (“Sterling”). The press release
announcing the appointment of Mr. Collins is attached to this Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.
Mr. Collins, age 41, previously
served as the Chief Financial Officer of PetroSearch Energy Corporation, a crude
oil and natural gas exploration company, from 2003 through 2009.
Mr. Collins brings over 20 years of financial, accounting and
commercial experience to Sterling, including positions at Petrosearch, Kazi
Management, Federation Logistics Inc. and Ernst & Young LLP. Mr. Collins
holds a Bachelor of Arts in Accountancy from Villanova University and is a
Certified Public Accountant.
Mr. Collins will earn a base
salary initially set at $250,000 per year (subject to annual increases at the
discretion of Sterling’s Board of Directors) and he will participate in
Sterling’s bonus and incentive plans and all of its other employee benefit plans
made available to its executive officers generally. Mr. Collins target
bonus under Sterling’s bonus plan will be 50% of his annual base salary. In
addition, Sterling granted Mr. Collins performance units under its
Long-Term Incentive Plan for the performance period commencing January 1,
2010 and continuing thereafter until December 31, 2012 based on the amount
of operating cash flow generated by Sterling over that period, with 156 units
payable at threshold level ($9.8 million), 312 units payable at target
level ($12.2 million) and 625 units payable at maximum level
($20 million). Performance units are payable at an amount equal to $1,000
each. For purposes of these performance units, the term, “operating cash flow”
means operating cash flow (from Sterling’s cash flow statements) minus
maintenance capital expenditures and proceeds from the sale of non-PP&E
assets. Mr. Collins was also designated as a participant under Sterling’s
Fifth Amended and Restated Key Employee Protection Plan with an Applicable
Multiplier (as defined in the Key Employee Protection Plan) of two. Finally,
Sterling will reimburse Mr. Collins for certain of his expenses incurred in
connection with his relocation from New Jersey to Houston, Texas.
In connection with the appointment of
Mr. Collins as Senior Vice President and Chief Financial Officer,
Ms. Carla Stucky, Vice President and Corporate Controller of Sterling, will
no longer perform the function of Sterling’s principal financial officer,
effective March 1, 2010.
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