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 25, 2006
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 April 25, 2006, the Board of Directors (“Board”) of Stepan Company (“Stepan”) elected Gregory E. Lawton to serve as a director on Stepan’s Board. Mr. Lawton retired as the President and Chief Executive Officer of JohnsonDiversey in February 2006.
The Board also appointed Mr. Lawton to serve on the Board’s Audit Committee and Compensation and Development Committee.
Stepan issued a press release announcing the election of Mr. Lawton. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release of Stepan Company dated April 25, 2006 |
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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: April 27, 2006 | ||||
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release of Stepan Company dated April 25, 2006 |
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EXHIBIT 99.1
STEPAN COMPANY NAMES GREGORY E. LAWTON TO BOARD OF DIRECTORS
NORTHFIELD, Ill., April 25 — Stepan Company (NYSE: SCL), a global manufacturer of specialty and intermediate chemicals, today announced the election of Gregory E. Lawton to the Board of Directors. He succeeds Paul H. Stepan.
Lawton retired as President and Chief Executive Officer of JohnsonDiversey in February 2006, after leading JohnsonDiversey for the past seven years. Prior to joining JohnsonDiversey, Lawton was president of NuTone, Inc, a leading supplier to the home building products industry from 1994-1998. Lawton began his career with Procter & Gamble in Sales in the Soap Division in 1972 and held several positions, which included National Sales Manager - Paper Division and Vice President and General Manager within Procter & Gamble’s Paper Division prior to leaving in 1994. Lawton also currently serves as a director of General Cable (NYSE: BGC) and Superior Metals.
“Greg brings over twenty years of experience in the global consumer products and service industries to Stepan’s Board,” said F. Quinn Stepan, Chairman of Stepan Company. “His extensive knowledge of the consumer products industry will be an asset to our Board as we execute our strategy and continue to fulfill the needs of our customers throughout the world.”
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. For more information, visit Stepan’s website at http://www.stepan.com.
Information in this press release contains forward-looking statements, which are not historical facts. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limiting foreign currency fluctuations, prospects for our foreign operations and certain global and regional economic conditions and factors detailed in Stepan Company’s Securities and Exchange Commission filings.
| CONTACT: | James E. Hurlbutt – Vice President – Finance | |
| Phone: 847-501-2164 |