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): June 8, 2011
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
1-12139
(Commission File Number)
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Delaware
(State or other jurisdiction
of incorporation)
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65-0654331
(I.R.S. Employer
Identification No.) |
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200 Riverfront Boulevard
Elmwood Park, New Jersey
(Address of Principal Executive Offices)
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07407
Zip Code) |
(Registrant’s telephone number, including area code): (201) 791-7600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 7.01 |
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Regulation FD Disclosure. |
Beginning on June 8, 2011, Sealed Air Corporation, a Delaware corporation (“Sealed Air”), provided
supplemental information regarding the transactions contemplated by the Agreement and Plan of
Merger (the “Merger Agreement”), dated as of May 31, 2011, by and among Sealed Air, Solution
Acquisition Corp., a wholly-owned subsidiary of Sealed Air, and Diversey Holdings, Inc., a Delaware
Corporation (“Diversey”), in a presentation to investors. A copy of the investor presentation is
attached as Exhibit 99.1 hereto and is furnished herewith.
The information in this Item 7.01 of this Form 8-K and the exhibit attached hereto are being
furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall
they be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as may be expressly set forth by specific reference in such filing.
Additional Information
This communication is being made in respect of the proposed merger involving Sealed Air and
Diversey. The common stock of Sealed Air to be issued pursuant to the merger will be issued in a
private placement exempt from the registration requirements of the Securities Act. Pursuant to the
Merger Agreement, Sealed Air has agreed to file a resale registration statement which is required
to be effective at the closing of the merger.
Forward-Looking Statements
This Current Report on Form 8-K and the information furnished herein contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by such words as “anticipates,” “believes,” “plan,”
“assumes,” “could,” “estimates,” “expects,” “will” and similar expressions. These statements
include comments as to Sealed Air’s beliefs and expectations as to future events and trends
affecting Sealed Air’s business or the successful outcome of the business combination and
illustrative or pro forma combined results. Examples of such forward-looking statements may
include, but are not limited to, statements about the benefits of the business combination
transaction between Diversey and Sealed Air, potential synergies and cost savings, the potential
accretion of the transaction to Sealed Air’s earnings, EPS, Adjusted EBITDA, free cash flow, free
cash flow per share, future financial and operating results, the expected timing of the completion
of the transaction and Sealed Air’s plans, objectives, expectations and intentions with respect to
future operations, products and services. The following factors, among others, could cause actual
results to differ materially from the anticipated results or other expectations expressed in the
forward-looking statements: general business and economic conditions; the competitive environment;
the failure to realize synergies and cost savings from the transaction or delay in realization
thereof; the businesses of Sealed Air and Diversey may not be combined successfully, or such
combination may take longer, be more difficult, time-consuming or costly to accomplish than
expected; and adverse effects of the merger on employee retention and on Sealed Air’s and
Diversey’s business relationships with third parties, including key customers and distributors, and
the impact of purchase accounting adjustments. For more extensive
information, see “Risk Factors” and “Cautionary Notice Regarding Forward-Looking Statements,” which
appear in Sealed Air’s most recent Annual Report on Form 10-K, as filed with the Securities and
Exchange Commission, as may be updated by Sealed Air’s Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K. While Sealed Air may elect to update forward-looking statements at some point
in the future, Sealed Air specifically disclaims any obligation to do so, even if estimates change
and, therefore, you should not rely on these forward-looking statements as representing our views
as of any date subsequent to today.
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| Item 9.01 |
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Financial Statements and Exhibits |
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| (d)
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Exhibits |
| 99.1
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Investor Presentation, dated June 2011 |
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