UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 7, 2008
PolyOne Corporation
(Exact Name of Registrant as Specified in Charter)
| Ohio | 1-16091 | 34-1730488 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
PolyOne Center, 33587 Walker Rd.
Avon Lake, Ohio 44012
Avon Lake, Ohio 44012
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
(440) 930-1000
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:
| 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 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On April 7, 2008, PolyOne Corporation (the “Company”) announced that it intended to offer $50
million of its 8.875% Senior Notes due 2012 in a transaction exempt from the registration
requirements of the Securities Act of 1933. Pursuant to Rule 135c of the Securities Act, the
Company is filing herewith the press release issued April 7, 2008 as Exhibit 99.1 hereto.
On April 8, 2008, the Company announced that it agreed to sell $80 million of its 8.875%
Senior Notes due 2012 to certain institutional investors in an offering exempt from the
registration requirements of the Securities Act of 1933 at a price equal to 99.75% of their
principal amount. The transaction is expected to close on April 10, 2008, subject to customary
closing conditions. The Company is filing herewith the press release issued on April 8, 2008 as
Exhibit 99.2 hereto.
The notes to be offered will not be and have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| No. | Description | |
99.1
|
Press Release, dated April 7, 2008 | |
99.2
|
Press Release, dated April 8, 2008 |
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.
Date: April 8, 2008
| POLYONE CORPORATION |
||||
| By /s/ Lisa K. Kunkle | ||||
| Name: | Lisa K. Kunkle | |||
| Title: | Vice President, General Counsel and Secretary |
|||
EXHIBIT INDEX
| Exhibit | ||
| No. | Description | |
99.1
|
Press Release, dated April 7, 2008 | |
99.2
|
Press Release, dated April 8, 2008 |
Exhibit 99.1
N e w s R e l e a s e
PolyOne Announces Proposed $50 Million Debt Issuance
CLEVELAND — April 7, 2008 — PolyOne Corporation (NYSE: POL), announced today that it plans to
offer $50 million of its 8.875% senior notes due 2012 to certain institutional investors in an
offering exempt from the registration requirements of the Securities Act of 1933.
The Company intends to use the net proceeds from the offering to reduce a portion of the amount
sold under its receivables sale facility.
The notes to be offered will not be and have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state, and is issued pursuant to Rule 135c under the
Securities Act of 1933.
About PolyOne
PolyOne Corporation, with annual revenues of more than $2.7 billion, is a leading global provider
of specialized polymer materials, services and solutions. Headquartered outside of Cleveland, Ohio
USA, PolyOne has operations around the world. For additional information on PolyOne, visit our new
website at www.polyone.com.
Investor Contact:
|
W. David Wilson Senior Vice President & Chief Financial Officer 440-930-3204 |
Forward-looking Statements
The statements in this press release relating to the terms and timing of the proposed offering and
the expected use of proceeds from the offering are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties that could cause actual results to differ materially, including,
but not limited to, whether or not PolyOne will offer the notes or consummate the offering, the
final terms of the offering, prevailing market conditions, the anticipated principal amount of the
notes, which could differ based upon market conditions, the anticipated use of the proceeds of the
offering, which could change as a result of market conditions or for other reasons, corporate
considerations and the impact of general economic, industry or political conditions in the United
States or internationally.
Exhibit 99.2
N e w s R e l e a s e
PolyOne Prices $80 Million Debt Issuance
CLEVELAND — April 8, 2008 — PolyOne Corporation (NYSE: POL), announced today that it has agreed to
sell $80 million of its 8.875% senior notes due 2012 to certain institutional investors in an
offering exempt from the registration requirements of the Securities Act of 1933 at a price equal
to 99.75% of their principal amount. The transaction is expected to close on April 10, 2008,
subject to customary closing conditions.
The Company intends to use the net proceeds from the offering to reduce a portion of the amount of
receivables sold under its receivables sale facility.
The notes to be offered will not be and have not been registered under the Securities Act of 1933
and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state, and is issued pursuant to Rule 135c under the
Securities Act of 1933.
About PolyOne
PolyOne Corporation, with annual revenues of more than $2.7 billion, is a leading global provider
of specialized polymer materials, services and solutions. Headquartered outside of Cleveland, Ohio
USA, PolyOne has operations around the world. For additional information on PolyOne, visit our new
website at www.polyone.com.
Investor Contact:
|
W. David Wilson Senior Vice President & Chief Financial Officer 440-930-3204 |