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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
March 5, 2012 Date of Report (date of earliest event reported): March 5, 2012
AMERICAN VANGUARD CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-13795 | 95-2588080 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification No.) |
4695 MacArthur Court
Newport Beach, California 92660
(Address of principal executive offices)
Registrant’s telephone number: (949) 260-1200
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 2.02 Results of Operations and Financial Condition
On March 6, 2012 American Vanguard Corporation issued a press release announcing its financial results for the quarter and year ended December 31, 2011. The full text of that press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished under Items 2.02, 5.02 and 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As indicated below in Item 8.01, John B. Miles, who served as a member of the Corporation’s Board of Directors since 1999, including as Chairman of the Nominating & Corporate Governance Committee and as Member of the Compensation Committee, passed away.
Item 8.01 Other Events
On March 5, 2012, American Vanguard Corporation issued a press release announcing that John B. Miles, member of its Board of Directors since 1999, had passed away. The full text of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit 99.1 | Press release dated March 5, 2012 of American Vanguard Corporation regarding the passing of John B. Miles. | |
| Exhibit 99.2 | Press release dated March 6, 2012 of American Vanguard Corporation announcing financial results for the quarter and year ended December 31, 2011. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, American Vanguard Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN VANGUARD CORPORATION | ||||
| Date: March 7, 2012 | By: | /s/ Timothy J. Donnelly | ||
| Timothy J. Donnelly | ||||
| Chief Administrative Officer, General Counsel | ||||
| & Secretary | ||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press release of American Vanguard Corporation dated March 5, 2012 regarding the passing of John B. Miles. | |
| Exhibit 99.2 | Press release of American Vanguard Corporation dated March 6, 2012 announcing the financial results for the quarter and year ended December 31, 2011. | |