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) November 11, 2005
STEPAN COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 1-4462 | 36-1823834 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| Edens and Winnetka Road, Northfield, Illinois |
60093 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (847) 446-7500
Former name or former address, if changed since last report: Not Applicable
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)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On November 14, 2005, Stepan Company (“Stepan”) issued a press release announcing the election by the Board of Directors at its meeting held on November 11, 2005, of F. Quinn Stepan, Jr., President, to succeed his father, F. Quinn Stepan, Sr., as Chief Executive Officer, effective January 1, 2006. Mr. F. Quinn Stepan, Sr. will continue as Chairman of the Board of Stepan. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Mr. Stepan, Jr. has been President and Chief Operating Officer of Stepan since 1999. He joined Stepan in 1987 after working four years for Monsanto Company. Previous to becoming President and Chief Operating Officer, Mr. Stepan, Jr. served as Vice President and General Manager of Stepan’s Surfactant Department, Stepan’s largest business segment.
Mr. Stepan, Jr., 45 years old, is the son of F. Quinn Stepan, Sr. and the nephew of Paul H. Stepan, a director of Stepan. Mr. Stepan, Jr. currently serves as a director of the Follett Corporation, as a member of the Board of Directors of The Soap and Detergent Association and will begin serving on The Board of the American Chemical Council on January 1, 2006.
Mr. Stepan, Sr., 68 years old, is the father of F. Quinn Stepan, Jr. and the brother of Paul H. Stepan. In addition to Mr. Stepan, Sr.’s role as Chairman of the Board, Mr. Stepan, Sr. will continue as an executive officer of Stepan. Mr. Stepan, Sr. has served as Chairman and Chief Executive Officer since 1984.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release of Stepan Company dated November 14, 2005 |
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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.
| STEPAN COMPANY | ||
| By: | /s/ Kathleen M. Owens | |
| Kathleen M. Owens Assistant Secretary | ||
Date: November 16, 2005
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of Stepan Company dated November 14, 2005 |
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EXHIBIT 99.1
F. Quinn Stepan, Jr. Elected To Chief Executive Officer
NORTHFIELD, Illinois - Today, November 14, 2005, The Board of Directors of Stepan Company (NYSE: SCL) announced the election of F. Quinn Stepan, Jr., President, to succeed his father, F. Quinn Stepan, Sr., as Chief Executive Officer effective January 1, 2006. Mr. Stepan, Sr. will continue as Chairman of the Board of Stepan Company.
Mr. Stepan, Jr. has been President of Stepan Company since 1999. He joined the Company in 1987 after working four years for Monsanto Company. Previous to becoming President, Mr. Stepan, Jr. served as Vice President and General Manager of the Surfactant Department, Stepan Company’s largest business segment. Mr. Stepan, Jr. received a B.A. from the University of Notre Dame in 1982 and an M.B.A. from the University of Chicago in 1988. Mr. Stepan, Jr. is married with three children. Mr. Stepan, Jr. currently serves as a Director of the Follett Corporation, as a member of the Board of Directors of The Soap and Detergent Association and will begin serving on The Board of the American Chemical Council on January 1, 2006.
Mr. Stepan, Jr. succeeds his father, F. Quinn Stepan, Sr., who joined the Company in 1961 and has served as Chairman and Chief Executive Officer since 1984. F. Quinn Stepan, Sr. succeeded his late father Alfred C. Stepan, Jr., who founded the Company in 1932. Under his direction, Mr. Stepan, Sr. expanded Stepan Company from its North American base to a global supplier of surfactants and polymer products. While Chairman, sales grew from $200 million in 1984 to projected sales of over $1 billion in 2005.
Stepan Company, headquartered in Northfield, Illinois, is a leading producer of specialty and intermediate chemicals used in household, industrial, personal care, agricultural, food and insulation related products. The common and the convertible preferred stocks are traded on the New York and Chicago Stock Exchanges under the symbols SCL and SCLPR.
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Except for historical information, all other information in this news release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. The most significant of these uncertainties are described in Stepan Company’s Form 10-K, Form 8-K, and Form 10-Q reports and exhibits to those reports, and include (but are not limited to) the costs, difficulties, and uncertainties related to our foreign operations, foreign currency fluctuations, certain global and regional economic conditions, probability of future acquisitions and new products, the integration of acquired businesses, the integration of new software systems, the loss of one or more key customer or supplier relationships, the costs and other effects of governmental regulation and legal and administrative proceedings, and general economic conditions. Stepan undertakes no obligation to update or revise any forward-looking statements.