Registration Statement No. 333-196235


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NameRegistration Statement No. 333-196235
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INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains “forward-looking statements”.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements.  Such statements are usually identified by the use of words or phrases such as “believes”, “anticipates”, “expects”, “estimates”, “planned”, “outlook” and “goal” or the negative version of these words or comparable words.  These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.  You should understand that it is not possible to predict or identify all such factors.  Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties, and we urge you not to place undue reliance on any forward looking statements, which reflect management’s analysis, judgment, belief or expectation only as of the date hereof.

 

We expressly disclaims any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Historical results are not necessarily indicative of the results expected for any future period.

 

Forward-looking statements included in this prospectus include:

 

 

·

Statements regarding our ability to consummate the CAS Acquisition, and regarding the anticipated benefits of the CAS Acquisition, if consummated;

 

 

·

Our belief that a majority of our operations hold strong positions in the product markets they serve;

 

 

·

Our expectation that sales from international markets will represent an increasing portion of our net sales;

 

 

·

Our beliefs regarding our ability to build our core businesses, successfully enter new markets, selectively pursue strategic acquisitions and capitalize on future growth opportunities;

 

 

·

Our intent to improve revenue growth over the longer term;

 

 

·

Our belief that our proprietary technology, extensive industry experience and customer service-focused business model is difficult for competitors to replicate;

 

 

·

Our belief that our cash conversion rate (the proportion of our profits converted into cash flow) is higher than a majority of the companies in our sector;

 

 

·

Our estimates regarding the annual cost cash savings resulting from headcount reductions;

 

 

·

Our beliefs regarding the sufficiency of our liquidity and capital resources to meet our working capital needs, capital expenditures and other business requirements for the next twelve months;

 

 

·

Our estimates regarding future cash capital expenditures, including expenditures relating to investment and expansion plans relating to product development and sales and environmental, health and safety capital expenditures;

 

 

·

Our belief that we will not be materially affected by environmental remediation costs or any related costs at certain contaminated manufacturing sites;

 

 

·

Our belief that the resolution of various legal proceeding pending against us, to the extent not covered by insurance, will not have a material adverse effect on our liquidity;

 

 

·

Our belief is that we have customary levels of insurance for a company of our size in our industry;

 

 

·

Our expectation that our customary off-balance sheet arrangements will not have a current or future material impact on our financial condition;

 

 

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·

Our expectation that recent accounting pronouncements will not have a material impact on our financial statements; and

 

 

·

Our belief that our exposure to counterparty risk is immaterial.

 

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions.  We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement.  The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

 

 

·

conditions in the global economy;

 

 

·

the variability of our operating results between periods and the resulting difficulty in forecasting future operating results;

 

 

·

the need for increased spending on capital expenditures to meet customer demand and pursue growth opportunities;

 

 

·

our ability to compete successfully within our industry;

 

 

·

our substantial international operations;

 

 

·

fluctuations in foreign currency exchange rates;

 

 

·

changes in our customers’ products and processes;

 

 

·

the fact that we do not enter into long-term contracts with certain of our customers and the potential loss of those customers;

 

 

·

decreases in the average selling prices of products in our industry;

 

 

·

increases in the cost, or reductions in the supply, of the specialty and commodity chemicals used in our manufacturing processes;

 

 

·

costs related to compliance with health, safety and environmental laws and regulations, including global climate change legislation;

 

 

·

our ability to maintain and enhance our technological capabilities and to respond effectively to technological changes in our industry;

 

 

·

our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness;

 

 

·

our compliance with certain financial maintenance covenants in our revolving credit facility and the effect on our liquidity of any failure to comply with such covenants;

 

 

·

our ability to protect our intellectual property, on which our business is substantially dependent, and our success in avoiding infringing the intellectual property rights of others;

 

 

·

acquisitions of other businesses and our ability to integrate acquired operations into our operations;

 

 

·

the inherently hazardous nature of chemical manufacturing and the offshore oil production and drilling industry;

 

 

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·

the costs of complying with government regulations and obtaining regulatory approval of our products;

 

 

·

risks related to the evaluation of our intangible asset values and the possibility of write-downs;

 

 

·

the loss of the services of key personnel;

 

 

·

our relationship with our employees;

 

 

·

disruptions in our operations or the operations of our suppliers, distributors, resellers or customers as a result of extraordinary events;

 

 

·

our ability to realize a benefit from our productivity initiatives; and

 

 

·

our role as a defendant in litigation that results from our business, including costs related to any damages we may be required to pay as a result of product liability claims brought against our customers.

 

Each of the forward-looking statements included in this prospectus speak only as of the date on which that statement is made.  We will not update any forward-looking statement to reflect events or circumstances that occur after the date on which the statement was made.

 

 

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Related:

Registration Statement No. 333-196235 iconRegistration Statement No. 333-182785

Registration Statement No. 333-196235 iconRegistration Statement No. 333-199817

Registration Statement No. 333-196235 iconFiled Pursuant to Rule 424(b)(4) Registration No. 333-194899

Registration Statement No. 333-196235 iconAs filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333

Registration Statement No. 333-196235 iconSec ”) a Registration Statement on Form s-4 that will include a joint...

Registration Statement No. 333-196235 iconPreparation of the Registration Statement

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b)

Registration Statement No. 333-196235 iconO Registration statement pursuant to Section 12(b) or (g)

Registration Statement No. 333-196235 iconO Registration statement pursuant to Section 12(b) or (g)

Registration Statement No. 333-196235 icon¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconX registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-196235 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

Registration Statement No. 333-196235 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




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