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): August 26, 2010
Chemtura
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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1-15339
(Commission
file number)
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52-2183153
(IRS
employer identification
number)
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1818
Market Street, Suite 3700, Philadelphia, Pennsylvania
199
Benson Road, Middlebury, Connecticut
(Address
of principal executive offices)
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19103
06749
(Zip
Code)
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(203)
573-2000
(Registrant's
telephone number, including area code)
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):
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.
As
previously disclosed, approximately 373 non-duplicative proofs of claim
involving diacetyl have been filed against Chemtura Corporation (the “Company”)
as part of its Chapter 11 cases, approximately 366 of which have been filed by
individual claimants, and approximately 7 of which have been filed by Citrus
& Allied Essences, Ltd. (“Citrus”), and other users of diacetyl seeking
contribution or indemnity.
As previously disclosed, the law firm
of Humphrey, Farrington & McClain, P.C. (“HFM”) represents 347, or over 90%,
of the individual claimants who have filed proofs of claim against the Company
alleging injury caused by exposure to diacetyl. On July 28, 2010,
Chemtura and HFM entered into an agreement to settle the claims of HFM’s clients
for a total of $50 million (the “HFM Settlement Agreement” or “HFM
Settlement”). The HFM Settlement Agreement was approved by the
Bankruptcy Court at a hearing held on August 23, 2010.
As
previously disclosed, the Company’s insurers had denied coverage for the
diacetyl claims and the Company and its insurers were engaged in litigation
regarding insurance coverage for the diacetyl claims. On August 20,
2010, Chemtura entered into a settlement agreement with its insurers regarding
coverage for diacetyl claims. The insurers agreed, among other
things, to fund a portion of the HFM Settlement and to provide insurance
coverage for other pending diacetyl claims and future diacetyl claims (the
“Insurance Settlement”). The Insurance Settlement is subject to
Bankruptcy Court approval. As a result of the HFM Settlement and
Insurance Settlement, the Company believes that pending diacetyl claims, either
individually or in the aggregate, will not have a material adverse effect on the
Company’s financial condition, results of operations or cash flows.
Forward-Looking
Statements
This
Current Report on Form 8−K includes “forward-looking
statements.” These statements include but are not limited to our
plans, objectives, expectations and intentions and other statements that contain
words such as “believes,” “expects,” “contemplates,” “anticipates,” “plans,”
“intends,” and variations of such words or similar expressions that predict or
indicate future events or trends, or that do not relate to historical
matters. These statements are based on our current beliefs or
expectations and are inherently subject to significant uncertainties and changes
in circumstances, many of which are beyond our control. There can be
no assurance that our beliefs or expectations will be
achieved. Actual results may differ materially from our beliefs or
expectations. Important factors that could cause actual outcomes to
differ materially from those in the forward-looking statements include the
following: the actual outcome of pending diacetyl legal proceedings,
our ability to realize the expected benefits of the HFM Settlement and Insurance
Settlement, risks and uncertainties associated with our Chapter 11 plan of
reorganization, including our ability to successfully complete a restructuring
of our balance sheet, and other factors described in our periodic reports,
including Item 1A Risk Factors of our Quarterly Report on Form 10-Q for the
period ended June 30, 2010.
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.
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Chemtura
Corporation
(Registrant)
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By: /s/ Billie S.
Flaherty
Name: Billie
S. Flaherty
Title: SVP,
General Counsel & Secretary
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