Engelhard Corp. - 8K - 03/14/06
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): March 14, 2006
|
ENGELHARD
CORPORATION
|
|
(Exact
name of registrant as specified in its charter)
|
|
Delaware
|
1-8142
|
22-1586002
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
101
Wood Avenue, Iselin, New Jersey
|
08830
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code (732)
205-5000
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)
[X]
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
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
March
14, 2006, the Board of Directors amended Article II, Section 1 of the Company’s
By-Laws that had provided that the Annual Meeting of the Stockholders of the
Company (the “Annual Meeting”) shall be on the first Thursday in May to provide
that the date and time of the Annual Meeting shall be as designated by the
Board
of Directors or a committee thereof. A copy of the text of the amendment to
the
Company’s By-Laws is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
Item
8.01 Other
Events.
On
March
16, 2006, the Company announced that June 2, 2006 had been set as the date
for
the Annual Meeting and that April 21, 2006 has been set as the record
date.
The
Company also announced that, in response to BASF’s request for access to
non-public information, it had entered into a confidentiality agreement with
BASF. Subject to the terms of the confidentiality agreement with BASF, BASF
has
agreed, among other things, not to file consent solicitation materials or file
proxy statements or proxy cards with the SEC prior to April 14, 2006. Also,
BASF
has agreed not to disseminate to the stockholders of the Company a proxy
statement or proxy card prior to May 1, 2006. BASF has also agreed not to
deliver any written consents prior to the end of the Annual Meeting (other
than
written consents of BASF or its subsidiaries). The Company has agreed to similar
limitations, subject to the ability of the Company to make the initial filing
with the SEC of its proxy statement, proxy card and notice of its Annual Meeting
at any time. The Company also agreed that, prior to the Annual Meeting, it
would
not (i) amend the Company’s By-Laws in any way that would adversely affect
the ability of any stockholder of the Company to solicit the written consents
of
the stockholders of the Company to (a) amend the Company’s By-Laws to
change the size of the Board and provide that any newly created vacancies on
the
Board shall be filled by the stockholders of the Company and (b) fill such
newly created vacancies on the Board with individuals selected by BASF or any
other stockholder of the Company or (ii) change the size of the Board from
the current size of six directors,
provided, however, nothing contained the confidentiality agreement shall prevent
the Company from amending its By-Laws to change the date of the Annual
Meeting.
The
Company also indicated to BASF that its view of the value of the Company had
not
changed and that the BASF offer remains inadequate.
On
March
16, 2006, the Company issued a press release entitled “Engelhard Schedules
Annual Meeting for June 2; Signs Confidentiality Agreement with BASF.” A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein
by
reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
The
following is filed as an exhibit to this report:
3.1
Amendment
of the By-Laws of Engelhard Corporation.
99.1
Press
release dated March 16, 2006
SIGNATURES
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 hereunto
duly authorized.
ENGELHARD
CORPORATION
(Registrant)
Date: March
16,
2006
/s/
Michael A. Sperduto
Name: Michael A. Sperduto
Title: Vice President and Chief Financial
Officer