Attached files
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): May 27, 2010
DIVERSEY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Commission file number: 333-108853
Delaware | 80-0010497 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
8310 16th Street Sturtevant, Wisconsin |
53177-0902 | |
(Address of principal executive offices) | (ZIP Code) |
Registrants telephone number, including area code: (262) 631-4001
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 8.01 | Other Events. |
Diversey Holdings, Inc. (the Company) is filing this Current Report on Form 8-K to update certain information set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2009, as previously amended by Amendment No. 1 on Form 10-K/A to the Companys Annual Report on Form 10-K for the year ended December 31, 2009 (as amended, the 2009 Form 10-K), to reflect a change in the Companys business segments. The Companys operations were previously organized in five regions: Europe/Middle East/Africa (Europe), North America, Latin America, Asia Pacific and Japan. Effective January 2010, the Company completed its reorganization to a new three region model, composed of the following:
| the former Europe region; |
| a new Americas region, combining the former North and Latin American regions; and |
| a new Greater Asia Pacific region, combining the former Asia Pacific and Japan regions. |
The Company reported results based on its new segment structure beginning with the Companys Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2010 (the Form 10-Q).
To reflect the changes to the Companys segments described above, Exhibit 99.1 hereto includes updates to the following information set forth in the 2009 Form 10-K:
| Part I, Item 1. Business; |
| Part I, Item 2. Properties; |
| Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations; and |
| Part II, Item 8. Financial Statements and Supplementary Data. |
The foregoing list is qualified in its entirety by reference to the full text of Exhibit 99.1 hereto, which is incorporated herein by reference.
In making the changes to the foregoing Items reflected in Exhibit 99.1 hereto, the Company has generally not updated the information contained in the 2009 Form 10-K to speak as of any date after the 2009 Form 10-K was originally filed on March 18, 2010, and this Current Report on Form 8-K does not reflect any other events or developments that occurred after that date and does not modify or update the disclosures in the 2009 Form 10-K in any way, except as described above.
The Items included in Exhibit 99.1 hereto, including the financial statements and notes thereto, supersede the corresponding Items included in the 2009 Form 10-K. Other than as set forth in Exhibit 99.1 hereto, the 2009 Form 10-K remains unchanged. More current information is contained in the Form 10-Q and other documents filed by the Company with the Securities and Exchange Commission (the SEC).
The information contained in this Form 8-K should be read in conjunction with the 2009 Form 10-K, the Form 10-Q and other documents filed by the Company with the SEC after March 18, 2010. The Form 10-Q and other filings contain important information regarding events, developments and updates to certain expectations of the Company that have occurred since the filing of the 2009 Form 10-K.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description of Exhibit | |
23.1 | Consent of Ernst & Young LLP. | |
99.1 | Updates to Diversey Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, as previously amended by Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2009:
Part I, Item 1. Business
Part I, Item 2. Properties
Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8. Financial Statements and Supplementary Data |
Signature(s)
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.
DIVERSEY HOLDINGS, INC. | ||||||
Date: May 27, 2010 | By: | /s/ Scott D. Russell | ||||
Scott D. Russell Senior Vice President, General Counsel and Secretary |
DIVERSEY HOLDINGS, INC.
Exhibit Index
Exhibit No. |
Description of Exhibit | |
23.1 | Consent of Ernst & Young LLP. | |
99.1 | Updates to Diversey Holdings, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, as previously amended by Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2009:
Part I, Item 1. Business
Part I, Item 2. Properties
Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8. Financial Statements and Supplementary Data |