8-K 1 pricing8k.htm PRICING 8K - MAY 2009 pricing8k.htm




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
 
May 21, 2009
Date of Report (Date of earliest event reported)

 
 (Exact Name of Registrant as Specified in Charter)
 
         
Delaware
 
001-31921
 
36-3972986
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer of
Identification Number)

 
     
9900 West 109th Street
Suite 600
Overland Park, KS 66210
 
66210
(Address of Principal Executive Offices)
 
(Zip Code)

(913) 344-9200
 (Registrant’s Telephone Number, Including Area Code)
 
N/A
(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:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 



 
 

 


Item 7.01 Regulation FD Disclosure.
 
On May 21, 2009, Compass Minerals International, Inc. (the “Company”) issued a press release announcing that the Company priced its private placement offering (the “Notes Offering”) of $100.0 million in aggregate principal amount of 8% Senior Notes due 2019 (the “Notes”). The Notes will be sold at a price equal to 97.497% of their face value, with an effective yield of 8.375%.  The Notes Offering is expected to close on June 5, 2009, subject to the satisfaction or waiver of customary closing conditions.  A copy of the Company’s press release is furnished pursuant to Item 7.01 as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this report shall not constitute an offer to sell or a solicitation of an offer to purchase any notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” with the Securities and Exchange Commission or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.


Item 9.01.
Financial Statements and Exhibits.
       
Exhibit No.    
  
Document Description   
 
99.1
 
Press Release dated May 21, 2009.
 

 
 

 

 
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, thereunto duly authorized.
 
Date:  May 21, 2009                                                           COMPASS MINERALS INTERNATIONAL, INC.

By:           /s/ Rodney L. Underdown                                                                      
Name:      Rodney L. Underdown
Its:           Vice President and Chief Financial Officer

 

 
 

 


   
EXHIBIT INDEX
     
Exhibit No.    
  
Document Description   
99.1
 
Press Release dated May 21, 2009.