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 13, 2019 (March 8, 2019)
THE DOW CHEMICAL COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-03433 | 38-1285128 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
|
2211 H. H. Dow Way Midland, MI 48674 |
(Address of principal executive offices)(Zip Code)
| (989) 636-1000 |
(Registrant’s telephone numbers, including area code)
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.04. | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On March 8, 2019, each of The Dow Chemical Company (the “Company”), DowDuPont Inc. (“DowDuPont”) and Dow Inc. (f/k/a Dow Holdings Inc., “Dow”) received a notice from the administrator of The Dow Chemical Company Employees’ Savings Plan (the “Plan”). The notice stated that the DowDuPont Stock Fund, DowDuPont ESOP Stock Fund, DowDuPont (ESOP Heritage Dow) Stock Fund, and DowDuPont (ESOP Heritage UCC) Stock Fund (collectively, the “DowDuPont Stock Funds”) in the Plan will be entering a blackout period due to the pending spin-off (the “Spin”) of Dow from DowDuPont, which is expected to occur on April 1, 2019. The reason for the blackout period is to facilitate the receipt by the Plan of the shares of Dow stock to be distributed with respect to shares of DowDuPont stock pursuant to the Spin and the creation of several new funds under the Plan to hold those Dow shares (referred to as the “Dow Stock Funds”). The notice stated that, on the last business day before the Spin: (a) the DowDuPont Stock Funds will permanently close to new investments, and (b) there will be a blackout period during which transactions in the DowDuPont Stock Funds (and, following the Spin, the corresponding Dow Stock Funds as well) will not be permitted. The blackout period is expected to commence at market close on March 29, 2019, which is expected to be the last business day before the Spin, and end two to four business days following the Spin. During the blackout period, participants in the Plan will be unable to engage in any transactions in the DowDuPont Stock Funds or the Dow Stock Funds, including exchanges in to or out of those funds, loans from, or partial withdrawals of, any portion of their account balances that are invested in those funds, or final distributions from their Plan accounts if some or all of their account balances under the Plan are invested in those funds.
In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, on March 13, 2019, each of the Company and Dow sent a notice to its directors and executive officers notifying them of the blackout period to be imposed on the DowDuPont Stock Funds and the Dow Stock Funds and certain trading prohibitions to which they will be subject during the blackout period. The Company and Dow also sent the notice to the directors and executive officers of DowDuPont who will transition to service with Dow upon the Spin. A copy of the notice that was sent by the Company and Dow to these directors and executive officers is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Inquiries relating to the blackout period may be directed to Keatrick Johnson, Benefits Program Manager, at 989-636-3762.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
|
Dated: March 13, 2019 |
THE DOW CHEMICAL COMPANY |
|||||
|
By: |
/s/ Amy E. Wilson |
|||||
|
|
||||||
|
Name: Amy E. Wilson Title: General Counsel and Corporate Secretary |
||||||
Exhibit 99.1
IMPORTANT NOTICE REGARDING BLACKOUT PERIOD
AND RESTRICTIONS ON YOUR RIGHTS TO TRADE
DOWDUPONT INC. STOCK AND DOW INC. STOCK DURING THE BLACKOUT PERIOD
| To: |
All Directors and Executive Officers of The Dow Chemical Company and Dow Inc. |
|
All Directors and Executive Officers of DowDuPont Inc. who will transition to Dow |
| Date: |
March 13, 2019 |
The purpose of this notice is to inform you that in connection with the pending spin-off (the “Spin”) of Dow Inc. (f/k/a Dow Holdings Inc.) from DowDuPont Inc. (“DowDuPont”), The Dow Chemical Company Employees’ Savings Plan (the “Plan”) will be entering a blackout period with respect to the DowDuPont Stock Fund, DowDuPont ESOP Stock Fund, DowDuPont (ESOP Heritage Dow) Stock Fund, and DowDuPont (ESOP Heritage UCC) Stock Fund (collectively, the “DowDuPont Stock Funds”) as well as certain corresponding stock funds to be created to hold the shares of Dow Inc. stock (“Dow stock”) that will be distributed to the Plan pursuant to the Spin (the “Dow Stock Funds”). The reason for the blackout period is to facilitate the receipt by the Plan of the shares of Dow stock to be distributed with respect to shares of DowDuPont stock pursuant to the Spin and the creation of the Dow Stock Funds. On the last business day prior to the Spin: (a) the DowDuPont Stock Funds will permanently close to new investments, and (b) there will be a limited blackout period during which transactions in the DowDuPont Stock Funds (and, following the Spin, the corresponding Dow Stock Funds as well) will not be permitted. The blackout period is expected to commence at market close on March 29, 2019, which is expected to be the last business day before the Spin, and end two to four business days following the Spin. During the blackout period, participants in the Plan will be unable to engage in any transactions with respect to the DowDuPont Stock Funds or the Dow Stock Funds, including exchanges into or out of those funds, loans from, or partial withdrawals of, any portion of their account balances that are invested in those funds, or final distributions from their Plan accounts if some or all of their account balances under the Plan are invested in those funds.
As a director or executive officer of The Dow Chemical Company and/or Dow Inc., or as a director or executive officer of DowDuPont who will transition service to Dow upon the Spin, this blackout of the DowDuPont Stock Funds and Dow Stock Funds has a direct impact on your ability to trade DowDuPont stock and Dow stock regardless of whether you participate in the Plan or are invested in any of the DowDuPont Stock Funds or Dow Stock Funds under the Plan.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101 of Securities and Exchange Commission Regulation BTR, you – as a director or executive officer of The Dow Chemical Company and/or Dow Inc., or as a director or executive officer of DowDuPont who will transition service to Dow upon the Spin – are prohibited during the blackout period from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security of DowDuPont or Dow Inc. acquired in connection with your service as a director or employment as an executive officer – even if you are not a Plan participant. Transactions covered by this trading prohibition are not limited to those involving your direct ownership, but include any transaction in which you may have a pecuniary interest (e.g., transactions by members of your immediate family who share your household, as well as by certain entities in which you have financial involvement).
Certain transactions are exempt from these trading prohibitions (such as qualified Rule 10b5-1 plan transactions, bona fide gifts, transfers by will or laws of descent and distribution, and sales of stock not acquired in connection with service or employment as a director or officer). However, those exemptions are limited. If you hold both covered and non-covered securities, any sale or other transfer of securities by you during the blackout period will be treated as a transaction involving covered securities, unless you can identify the source of the transferred securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
We are required to provide you with this notice in order to comply with federal securities laws. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.
Key Dates for Prohibition from Trading in DowDuPont Stock and Dow Stock:
The blackout period is expected to commence at market close on March 29, 2019, which is expected to be the last business day before the Spin, and end two to four business days following the Spin. While we anticipate a smooth transition, you will be notified in the unlikely event that an extension of the blackout is needed.
2