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Item 1.01 Entry into a Material Definitive Agreement.
 
On March 30, 2010, we issued a press release announcing the consummation of the acquisition of the electronic chemicals business assets of General Chemical Performance Products LLP. (“General Chemical”) on March 29, 2010. A copy of the press release is furnished as Exhibit 99.1 hereto.

In connection with that acquisition, we amended our current credit facilities by entering into a second amendment to the amended and restated credit agreement and second amendment to the note purchase agreement, each of which became effective on March 29, 2010.

Additional information respecting the acquisition and the amended credit facilities are included in Items 2.01 and 2.03 of this report on Form 8-K.

Item 2.01 Completion of Acquisition or Disposition of Assets.
 
The purchase of the electronic chemicals business of General Chemical was consummated on March 29, 2010. The purchased business includes chemical manufacturing equipment and facilities in Hollister, CA and equipment in Pittsburg, CA (Bay Point). The purchase price was $25.7 million. That purchase price included $7.2 million of inventory (at book value). We also expect to incur approximately $850,000 of additional liabilities related to the purchase, plus additional transaction expense.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The acquisition of the electronic chemicals business of General Chemical was financed with cash on hand and by borrowing approximately $25.0 million on the revolving loan facility under our existing credit facility. We entered into a (i) second amendment to amended and restated credit agreement to amend the credit agreement that we currently have with Wachovia Bank, National Association, Bank of America, N.A., The Prudential Insurance Company of America, and Pruco Life Insurance Company, and (ii) an amendment no. 2 to the note purchase agreement that we currently have with The Prudential Insurance Company of America, and Pruco Life Insurance Company. Both credit facilities were revised to allow the acquisition of the electronic chemicals business of General Chemical, to increase the maximum amount that may be borrowed under our current revolving loan facility from $30 million to $50 million, and to maintain the ratio of our funded debt to the sum of funded debt plus our equity owner’s Equity at the current 50% level until the maturity date.

A copy of the second amendment to the amended and restated credit facility is attached as Exhibit 10.47. A copy of amendment no. 2 to the note purchase agreement is attached as Exhibit 10.48.

Advances under revolving loan and the term loan mature December 31, 2012.  They each bear interest at varying rate of LIBOR plus a margin based on our funded debt to EBITDA.

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Currently advances on the revolving loan and term loan bear interest at 1.98% (LIBOR plus 1.75%).  After the consummation of the General Chemical business acquisition at March 29, 2010, $25.0 million was outstanding on the revolving loan facility and $22.0 million was outstanding on the term loan facility. Principal payments on the term loan are $666,667 per month for the balance of the term prior to maturity
 
Advances under the note purchase agreement mature December 31, 2014, and bear interest at 7.43% per annum.  Principal is payable at maturity. At March 29, 2007, $20.0 million was outstanding under the note purchase agreement. 

Item 9.01 Financial Statements and Exhibits
 

(d) Exhibits.

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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.
 

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