8-K: Current report filing
Published on March 17, 2015
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) March 16, 2015
AXALTA COATING SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 001-36733 | 98-1073028 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Two Commerce Square, 2001 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
(855) 547-1461
Registrants telephone number, including area code
Not Applicable
(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):
¨ | 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 March 16, 2015, Axalta Coating Systems Ltd. (the Company) filed a Registration Statement on Form S-1 (the Registration Statement) relating to the potential sale by certain selling shareholders of 35,000,000 common shares. The Registration Statement contained certain information not previously disclosed by the Company, and the Company is filing this Current Report on Form 8-K (this Current Report) to present certain updated information relating to the Companys operations, industry, competitive strengths and business strategy (the Summary Information) and to present its Compensation Discussion and Analysis information for the fiscal year ended December 31, 2014, to the extent such Compensation Discussion and Analysis information is determinable as of the date hereof. Exhibit 99.1, which is incorporated herein by reference, contains such Summary Information and Compensation Discussion and Analysis information.
The Companys proxy statement for the 2015 Annual General Meeting will include the Compensation Discussion and Analysis information, in its entirety, along with the report of the Companys Compensation Committee. The Companys shareholders are urged to read the proxy statement for the 2015 Annual General Meeting when it is available because it will include additional compensation information. In particular, the proxy statement for the 2015 Annual General Meeting will include shareholder action items required under the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to shareholder approval of executive compensation.
The Registration Statement has been filed with the SEC but has not yet become effective. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities pertaining to the Registration Statement in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The information furnished with this Current Report, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report may contain certain forward-looking statements regarding the Company and its subsidiaries. All of these statements are based on managements expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of the Companys control that may cause its business, industry, strategy, financing activities or actual results to differ materially. The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No.: |
Description |
|
99.1 | Summary Information and Compensation Discussion and Analysis for the Fiscal Year ended December 31, 2014 |
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.
AXALTA COATING SYSTEMS LTD. | ||||||
Date: March 16, 2015 | By: | /s/ Michael F. Finn |
||||
Michael F. Finn | ||||||
Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit No.: |
Description |
|
99.1 | Summary Information and Compensation Discussion and Analysis for the Fiscal Year ended December 31, 2014 |