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)
April 27, 2007
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)) |
TABLE OF
CONTENTS
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
Under the Amended and Restated
Certificate of Incorporation (“Certificate of Incorporation”) of
Sterling Chemicals, Inc. (“Sterling”), the holders of Sterling’s
10% Senior Secured Notes due 2007 (CUSIP No. 859166AA8) (the
“Notes”) have the exclusive right, voting separately as a class,
to elect one of Sterling’s directors until the Notes have been paid in full. The
Certificate of Incorporation provides that the directorship created for the
appointee of the holders of the Notes terminates when the obligations under the
Notes are no longer outstanding. Mr. John W. Gildea was the appointee to
the Board of Directors by the holders of the Notes. As a result of the
redemption of the entire remaining principal amount of the Notes on
April 27, 2007, none of the obligations under Sterling’s Notes will be
outstanding and, pursuant to the Certificate of Incorporation, Mr. Gildea’s
term of office terminated.
Effective as of April 27, 2007,
Sterling’s Board of Directors increased the size of the board and appointed
Mr. Gildea to fill the vacancy resulting from that increase.
Mr. Gildea will continue to serve on Sterling’s audit committee,
compensation committee and corporate governance committee. Although there was
not an agreement or understanding with respect to the appointment of
Mr. Gildea, it was expected that the Board of Directors would act to
increase the size of the board to appoint Mr. Gildea to serve as a director
until the 2007 Annual Meeting of Stockholders, expected to be held May 22,
2007. Mr. Gildea is a “General Nominee” for election by the holders of
Sterling’s Series A Convertible Preferred Stock and Common Stock (voting
together as a class) at the Annual Meeting.
Item 7.01.
Regulation FD Disclosure
On April 27, 2007, Sterling
redeemed the entire principal amount of the Notes remaining outstanding after
the purchase by Sterling of Notes in connection with Sterling’s offer to
purchase the Notes as contemplated by Sterling’s Offer to Purchase and Consent
Solicitation Statement dated March 1, 2007. The aggregate redemption price,
including principal and accrued interest to April 27, 2007, was approximately
$44.1 million. Payment of the redemption amount was made through the
facilities of The Depository Trust Company. The redemption amount for the Notes
was funded with the proceeds from Sterling’s recent issuance of
$150 million amount of 10 1/4% Senior Secured Notes due 2015.