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 15, 2014
ALBEMARLE CORPORATION
(Exact name of registrant as specified in charter)
| Virginia | 001-12658 | 54-1692118 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 451 Florida Street, Baton Rouge, Louisiana | 70801 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (225) 388-8011
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 July 15, 2014, Albemarle Corporation (the “Company”) issued a press release regarding its expected earnings and net sales for the second quarter ended June 30, 2014. A copy of this press release is being furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 7.01 of this Current Report on Form 8-K includes the non-GAAP financial measure of earnings per share, excluding special items. Management believes this non-GAAP measure provides useful supplemental information to assess the Company’s operating performance and financial position. The inability to predict the amount of future special items makes a detailed reconciliation impracticable.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release, dated July 15, 2014, issued by the Company. |
Note on Forward-looking Statements
Item 7.01 of this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that give the Company’s current expectations or forecasts of future events. Although we believe the expectations, intentions and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and actual results may differ from the expectations expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this Current Report, and we undertake no obligation to update this information.
SIGNATURE
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.
| ALBEMARLE CORPORATION | ||||||
| Date: July 15, 2014 | By: | /s/ Karen G. Narwold | ||||
| Karen G. Narwold | ||||||
| Senior Vice President, General Counsel, Corporate and Government Affairs, Corporate Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 99.1 | Press release, dated July 15, 2014, issued by the Company. | |