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):    April 23, 2012
 
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
 
____________________________
 
Delaware
001-08454
36-2704017
(State or other jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
300 Tower Parkway
Lincolnshire, IL 60069
 
60069
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:   ( 847) 541-9500
 
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:
 
 
¨
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))
 

 
 
 
 
Section 5
Corporate Governance and Management
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Approval of amendments to the 2011 Amended and Restated ACCO Brands Corporation Incentive Plan.
 
On April 23, 2012 the stockholders of ACCO Brands Corporation (the “Company”) approved amendments (the “Plan Amendments”) to the 2011 Amended and Restated ACCO Brands Corporation Incentive Plan (the “2011 Plan”), including an increase in the authorized number of shares of Company common stock reserved for issuance under the 2011 Plan from 5,265,000 shares to 15,665,000 shares.  The Plan Amendments had been previously adopted and approved by the Company’s Board of Directors subject to stockholder approval.
 
The foregoing description of the Plan Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendment of the 2011 Plan, which is being filed as Exhibit 10.1 to this report and is incorporated by reference herein, and to the description of the material terms of the 2011 Plan, as amended, set forth in the Company’s Proxy Statement/Prospectus filed with the Securities and Exchange Commission on March 22, 2012, under the heading “Proposal 2—Proposal to Approve Amendments to the 2011 Amended and Restated ACCO Brands Corporation Incentive Plan, Including an Amendment to Increase the Number of Authorized Shares of ACCO Common Stock Reserved for Issuance Under the Plan,” which description is incorporated by reference herein.
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
The Company held a Special Meeting of Stockholders on April 23, 2012 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved (i) a proposal to approve the issuance of Company common stock in connection with the Agreement and Plan of Merger, dated as of November 17, 2011 and amended as of March 19, 2012, among the Company, Augusta Acquisition Sub, Inc., MeadWestvaco Corporation and Monaco SpinCo., Inc. (the “Share Issuance”); (ii) the Plan Amendments; and (iii) a proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, in the event that the Share Issuance was not approved at the Special Meeting. Set forth below are the voting results for these proposals:
 
Item 1:
A proposal to approve the issuance of ACCO Brands Corporation common stock in connection with the Agreement and Plan of Merger, dated as of November 17, 2011 and amended as of March 19, 2012, among ACCO Brands Corporation, Augusta Acquisition Sub, Inc., MeadWestvaco Corporation and Monaco SpinCo., Inc.
 
For
Against
Abstain
Broker Non-Votes
46,948,682
156,939
22,617
------

 
 
-2-
 
 
Item 2:
The approval of amendments to the 2011 Amended and Restated ACCO Brands Corporation Incentive Plan, including an amendment to increase the authorized number of shares of ACCO common stock reserved for issuance thereunder by 10,400,000 shares to a new total of 15,665,000.
 
For
Against
Abstain
Broker Non-Votes
39,814,726
7,288,023
25,489
-----

 
Item 3:
Proposal to approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve the Share Issuance.
 
For
Against
Abstain
Broker Non-Votes
44,269,795
2,828,455
29,988
------

A copy of the Company’s press release announcing the results of the Special Meeting is attached hereto as Exhibit 99.2 and incorporated herein.
 
Section 7           Regulation FD

Item 7.01           Regulation FD Disclosure.

The Company is furnishing updated indicative pro-forma modeling assumptions as of April 23, 2012, assuming its pending merger with the Consumer and Office Products business of MeadWestvaco Corporation (“MCOP”) is completed, for the combined business that assumes that MCOP was owned by the Company for all of 2012. The Company also is providing similar assumptions for the 2013 fiscal year.  A copy of the updated information is furnished herewith as Exhibit 99.2.

The information contained in and furnished under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, unless specifically incorporated by reference therein. This report will not be deemed a determination or an admission as to the materiality of any information in or furnished under this Item 7.01 that is required to be disclosed solely by Regulation FD. The information in and furnished under Item 7.01 of this report may be accurate only as of the date hereof and is subject to change. The Company does not assume any obligation to update the information furnished with this report.


Section 9           Financial Statements and Exhibits

Item 9.01.          Financial Statements and Exhibits.

 (d)          Exhibits

10.1         Amendment of  2011 Amended and Restated ACCO Brands Corporation Incentive Plan.
 
 
 
-3-
 
 
99.1  Press Release dated April 23, 2012.

99.2  Pro-Forma Modeling Assumptions.
 
 
 
-4-
 
 
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.
 
 
 
ACCO BRANDS CORPORATION
(Registrant)
 
       
Date :  April 24, 2012
By:
/s/ Neal Fenwick  
    Name :  Neal Fenwick  
    Title :     Executive Vice President and Chief Financial Officer  
       
 
 
 
-5-
 
 
 
INDEX TO EXHIBITS

Exhibit

 
10.1
Amendment of  2011 Amended and Restated ACCO Brands Corporation Incentive Plan.

 
99.1
Press Release dated April 23, 2012.

 
99.2
Pro-Forma Modeling Assumptions.


 
-6-
 
 

 
EXHIBIT 99.1
 
   
NEWS RELEASE
 
 
FOR IMMEDIATE RELEASE
 
 
ACCO BRANDS SHAREHOLDERS APPROVE MERGER WITH
MEADWESTVACO’S CONSUMER & OFFICE PRODUCTS BUSINESS
 
 
LINCOLNSHIRE, ILLINOIS, April 23, 2012 – ACCO Brands Corporation (NYSE:ABD), a world leader in branded office products, announced today that at a special meeting of shareholders, ACCO Brands shareholders overwhelmingly approved a proposal to issue the ACCO Brands common stock necessary to complete the merger of MeadWestvaco Corporation’s (NYSE:MWV) Consumer & Office Products business with a wholly owned subsidiary of ACCO Brands.
 
ACCO Brands Chairman and Chief Executive Officer Robert J. Keller said, “We are very pleased with today’s vote approving our pending merger and the continued confidence and support we’ve received from our shareholders. We are looking forward to completing this transaction and improving the competitive positioning of our business.”
 
The new shares to be issued will begin trading on a when-issued basis tomorrow, April 24, 2012, under the NYSE ticker symbol “ACCO wi.”  The completion of the merger remains subject to the satisfaction or waiver of several conditions but it is expected that the merger will be completed before the opening of NYSE trading on May 1, 2012.  Effective with the opening of trading on May 1, 2012, and assuming completion of the merger prior to that time, all outstanding ACCO Brands common stock will trade under the new ticker symbol “ACCO.”
 
About the Transaction
 
As previously announced, on November 17, 2011, ACCO Brands and MeadWestvaco signed a definitive agreement to merge MeadWestvaco's Consumer & Office Products business into ACCO Brands in a transaction which was valued at approximately $860 million at the time of the announcement. Upon completion of the transaction, MeadWestvaco shareholders will own 50.5 percent of the combined company. 
 
About ACCO Brands Corporation
 
ACCO Brands Corporation is a world leader in branded office products. Its industry-leading brands include Day-Timer®, Swingline®, Kensington®, Quartet®, GBC®, Rexel, NOBO, Derwent, Marbig and Wilson Jones®, among others. Under the GBC brand, the company is also a leader in the professional print finishing market.
 
 
 
 
 
 
Forward-Looking Statements
 
This press release contains certain statements which may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995.
 
These forward-looking statements are subject to certain risks and uncertainties, are made as of the date hereof and the company assumes no obligation to update them.
 
Forward-looking statements relating to the proposed merger involving ACCO Brands and the Consumer & Office Products business of MeadWestvaco Corporation include, but are not limited to: statements about the benefits of the proposed merger, including future financial and operating results; ACCO Brands’ plans, objectives, expectations and intentions; the expected timing of completion of the merger; and other statements relating to the merger that are not historical facts.  With respect to the proposed merger, important factors could cause actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to: the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate the merger; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected and the impact of additional indebtedness.  These risks, as well as other risks associated with the proposed merger, are more fully discussed in the proxy statement/prospectus included in the registration statement on Form S-4 that ACCO Brands filed with the United States Securities and Exchange Commission (“SEC”) on March 22, 2012 in connection with the proposed merger.
 
For further information:
 
Rich Nelson
Media Relations
(847) 484-3030
Jennifer Rice
Investor Relations
(847) 484-3020

 
 
 
 
EXHIBIT 99.2
 
1
 
 
 
 
 
 
 
 
 
 
 
 
  (U.S. $ in millions, adjusted basis)
First Full-Year
Pro Forma Run Rate
  Assumptions
Second Full-Year
Pro Forma Run Rate
  Assumptions
  Capital Expenditures
$55
$45
  Cash Restructuring (over ~24 mo)
$30
-40
  Cash Interest
$67
$62
  Book Interest
$73
$68
  Net Working Capital
Use
Use
  Depreciation
$42
$42
  Amortization
$30
$27
  Amort. of Stock Comp
$13
$14
  Cash Taxes
$50
$65
  Effective Tax Rate
30%
32-33%
  Diluted Shares
116
117
5
Pro Forma Modeling Assumptions (1)
___________________________
1.   Directional information for modeling purposes only.
 
 
This exhibit contains information that may constitute “forward-looking” statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements about future financial and operating results following the proposed merger involving ACCO Brands Corporation (the “Company”) and the Consumer & Office Products business of MeadWestvaco Corporation, that are not historical facts.  These forward-looking statements are subject to certain risks and uncertainties, are made as of the date of the Form 8-K to which this exhibit relates and the Company assumes no obligation to update them.  The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Because actual results may differ from those predicted by such forward-looking statements, you should not place undue reliance on them when deciding to buy, sell or hold the Company’s securities. Among the factors that  could cause the Company’s plans, actions and results to differ materially from current expectations or assumptions are: fluctuations in the cost and availability of raw materials; competition within the markets in which the Company operates; the effects of both general and extraordinary economic, political and social conditions, including any volatility and disruption in the capital and credit markets; the effect of consolidation in the office products industry; the liquidity and solvency of our major customers; the Company’s continued ability to access the capital and credit markets; the dependence of the Company on certain suppliers of manufactured products; the risk that targeted cost savings and synergies from previous business combinations may not be fully realized or may take longer to realize than expected; future goodwill and/or impairment charges; foreign exchange rate fluctuations; the development, introduction and acceptance of new products; the degree to which higher raw material costs, and freight and distribution costs, can be passed on to customers through selling price increases and the effect on sales volumes as a result thereof; increases in health care, pension and other employee welfare costs; as well as other risks and uncertainties detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, under Item 1A, “Risk Factors. ”
 
With respect to the proposed merger, important factors could cause actual results to differ materially from those indicated by such forward-looking statements, including, but not limited to, the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate the merger; and the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected.  These risks, as well as other risks associated with the proposed merger, are more  fully discussed in the proxy statement/prospectus included in the registration statement on Form S-4 that the Company filed with the United States Securities and Exchange Commission (“SEC”) on March 22, 2012 in connection with the proposed merger.
 
 
 
 
 
 
EXHIBIT 10.1
 
AMENDMENT
OF
2011 AMENDED AND RESTATED
ACCO BRANDS CORPORATION
INCENTIVE PLAN
 
 
This Amendment (“ Amendment ”) of the 2011 Amended and Restated ACCO Brands Corporation Incentive Plan (“ Plan ”), adopted by the Board as of February 23, 2012, is effective on the Effective Time (defined below) subject to approval by the stockholders at the special meeting occurring in connection with the Merger (defined below).
 
RECITALS
 
WHEREAS, ACCO Brands Corporation (the “ Company ”) sponsors the Plan, which the Company most recently amended and restated pursuant to stockholder approval on May 17, 2011;
 
WHEREAS, the Company has entered into an Agreement and Plan of Merger with MeadWestvaco Corporation and Monaco SpinCo, Inc., dated as of November 17, 2011 (“ Merger Agreement ”), pursuant to which on the Effective Time (as defined in the Merger Agreement) Augusta Acquisition Sub, Inc., a wholly-owned subsidiary of the Company, will merge with and into Monaco SpinCo, Inc. (the “ Merger ”); and
 
WHEREAS, in connection with the Merger, the Board deems it advisable to amend the Plan, subject to approval of the stockholders, to increase the maximum number of Shares authorized for Awards thereunder and to modify the ratio of Shares issuable pursuant to Full Value Awards to Shares issuable pursuant to SARs and Options.
 
NOW, THEREFORE, the Company amends the Plan effective on the Effective Time, subject to the approval of the stockholders at the special meeting for approval of the Merger, as follows:
 
1.        Capitalized terms not defined herein shall have the meaning set forth in the Plan.
 
2.        Section 4(a) of the Plan is amended as follows:
 
(a)   By deleting the number “5,265,000” and replacing it with the number “15,665,000”; and
 
(b)   By deleting the number “1.58” and replacing it with the number “1.24”, effective for Shares issued pursuant to Awards, other than SARs and Options, granted after the Effective Time.
 
3.        The Plan is hereby ratified, affirmed and continued, as amended hereby.
 
WHEREFORE, the Company hereby adopts this Amendment effective as set forth above.
 

 
ACCO BRANDS CORPORATION
 
 
By: /s/ Steve Rubin                                                              
Its: Senior Vice President, Secretary and
General Counsel

 
 
 
E-1