Business Context and Reporting Period
This Form 8-K Current Report was filed by Koppers Holdings Inc. on February 26, 2007. The filing discloses the entry into a material definitive agreement regarding a secondary offering of the Company's common stock.
Key Financial Metrics and Transaction Details
The filing details a secondary offering of 1,610,000 shares of common stock. Key transaction metrics include:
- Total Shares Offered: 1,610,000 shares.
- Over-Allotment Option: The underwriter (Credit Suisse Securities (USA) LLC) has a 30-day option to purchase up to an additional 241,500 shares.
- Selling Shareholders:
- Saratoga Partners III: Selling 1,500,000 shares. Post-offering ownership will be approximately 12% of outstanding shares.
- Management Selling Shareholders: Selling an aggregate of 110,000 shares. This includes CEO Walter W. Turner, who is selling 50,000 shares (approximately 13% of his beneficial ownership) for asset diversification.
- Company Proceeds: The Company will not receive any proceeds from this sale.
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity, as this report focuses on a specific corporate event rather than periodic financial performance.
Material Changes
The primary material change is the reduction in beneficial ownership by Saratoga Partners III and specific management members due to the secondary offering. The Company's capital structure regarding outstanding shares remains unchanged as all shares sold are currently issued and outstanding.
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, outlook, or management commentary on operational performance. The stated purpose for the CEO's sale is asset diversification. No specific risks or contingencies related to the Company's operations are detailed in this specific report, other than the standard execution of the underwriting agreement.
Investor Verification Checklist
- Verify the final number of shares sold, including whether the 30-day over-allotment option was exercised.
- Confirm the actual sale price per share and total proceeds received by the Selling Shareholders (not disclosed in this text).
- Review the updated beneficial ownership schedules for Saratoga Partners III and Walter W. Turner post-transaction.
- Check subsequent filings for any impact on the Company's stock price or liquidity resulting from the secondary offering.