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) July 20, 2010
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14187
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02-0642224 |
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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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| 2628 Pearl Road, P.O. Box 777, Medina, Ohio
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44258 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (330) 273-5090
(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 (see General Instruction
A.2. below):
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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 Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers. |
On May 31, 2010, Specialty Products Holding Corp. (“SPHC”), a wholly-owned subsidiary of RPM
International Inc. (the “Company”), and SPHC’s wholly-owned subsidiary Bondex International, Inc.,
filed petitions for relief under Chapter 11 of Title 11 of the United States Code in the United
States Bankruptcy Court for the District of Delaware. Since that time, Stephen J. Knoop, senior
vice president — corporate development of the Company and chairman and chief executive officer of
SPHC, has been working full time overseeing SPHC’s operations and the Chapter 11 process. As a
result, on July 20, 2010, the Company and Mr. Knoop entered into a letter agreement (the “Letter
Agreement”) whereby Mr. Knoop’s employment agreement, dated December 31, 2008, with the Company was
amended to reflect that Mr. Knoop will take a leave of absence from his duties as senior vice
president — corporate development of the Company during the pendency of the Chapter 11
proceedings. Accordingly, Mr. Knoop will devote his full attention to the Chapter 11 proceedings
and the oversight of SPHC’s operations. During Mr. Knoop’s leave of absence, Frank C. Sullivan,
chairman and chief executive officer of the Company, will assume Mr. Knoop’s corporate development
responsibilities for the Company.
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| Item 5.05. |
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Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of
Ethics. |
On July 20, 2010, the Board of Directors of the Company amended and restated the RPM
International Inc. Code of Business Conduct and Ethics (the “Code of Conduct”), which applies to
all directors, officers and employees of the Company. The Code of Conduct was amended to, among
other things, clarify the Code of Conduct’s reporting mechanisms. The foregoing discussion of the
amendments to the Code of Conduct does not purport to be complete and is subject to and qualified
in its entirety by the full text of the Code of Conduct, as so amended, which is attached as
Exhibit 14.1 hereto, and incorporated herein by reference. The amended and restated Code of
Conduct will be posted as soon as practicable in the Investor Information — Corporate Governance
section of the Company’s website at www.rpminc.com.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit Number |
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Description |
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14.1 |
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RPM International Inc. Code of Business Conduct and Ethics (Amended and Restated Effective as
of July 20, 2010). |