UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
September 18, 2007 (September 17,
2007)
STERLING
CHEMICALS, INC.
(Exact Name of Registrant as Specified
in Charter)
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| Delaware |
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000-50132 |
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76-0502785 |
(State or other jurisdiction of
incorporation) |
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(Commission File No.) |
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(IRS Employer
Identification No.) |
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333 Clay Street,
Suite 3600
Houston, Texas
(Address of principal executive
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 (see General Instruction A.2. below):
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
14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01.
Entry into a Material Definitive Agreement.
On September 17, 2007, Sterling
Chemicals, Inc. (“Sterling”) entered into a long-term exclusive styrene supply
agreement with NOVA Chemicals Inc. (“Nova”). The effectiveness of this agreement
is conditioned on its approval by the Federal Trade Commission (the “FTC”). If
this agreement becomes effective, it will have an initial term extending until
December 31, 2017, subject to some limited earlier termination rights held
by Sterling. Under the agreement, Nova will have the exclusive right to the
entire production capacity of Sterling’s Texas City, Texas styrene plant, the
amount of any styrene supplied in any particular period being at Nova’s option
based on a full-cost formula. In exchange for Sterling’s obligations under this
agreement and a related rail car purchase and sale agreement entered into
concurrently with the supply agreement, Nova has agreed to pay Sterling
$60 million within ten business days after the agreements become effective.
Alternatively, if the FTC does not approve the supply agreement, Nova will be
required to pay Sterling a break-up fee equal to $6 million.
The press release announcing the entry
into the supply agreement and the related rail car purchase and sale agreement
with Nova is included in this Current Report as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit
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Description |
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Exhibit 99.1
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Press Release dated September 18,
2007 |