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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 27, 2014
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MINERALS TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-11430
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25-1190717
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(State or other jurisdiction
of incorporation) |
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(Commission File
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(IRS Employer
Identification No.) |
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622 Third Avenue, New York, NY
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10017-6707
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(Address of principal executive offices)
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(Zip Code)
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(212) 878-1800
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(Registrant's telephone number, including area code)
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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.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 27, 2004, Minerals Technologies Inc. (the "Company") issued a press release announcing that Robert S. Wetherbee has resigned as the Company's President and Chief Executive Officer and that Joseph C. Muscari, the Company's Executive Chairman, will resume the duties of Chairman and Chief Executive Officer. Mr. Wetherbee's resignation as Chief Executive Officer is effective immediately and he will depart from the Company on March 31, 2014.
The Company also announced the appointment of D.J. Monagle, Senior Vice President and Managing Director of the Paper PCC business unit, to the new position of Chief Operating Officer of the Company.
Mr. Muscari, 67, has served as the Company's Executive Chairman since March 2013. Before that, he was the Company's Chairman and Chief Executive Officer since March 2007. He has served as a member of the Board of Directors since 2005. Mr. Monagle, 51, was elected Senior Vice President and Managing Director, Paper PCC, effective October 2008. In November 2007, he was appointed Vice President and Managing Director - Performance Minerals. He joined the Company in January of 2003 and held positions of increasing responsibility including Vice President, Americas, Paper PCC and Global Marketing Director, Paper PCC. Additional information regarding Mr. Muscari's and Mr. Monagle's previous business experience is contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2013, under "Item 10 - Directors, Executive Officers and Corporate Governance", and is incorporated herein by reference.
There are no family relationships between Mr. Muscari or Mr. Monagle and any director or executive officer of the Company, and neither Mr. Muscari nor Mr. Monagle has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company's press release announcing Mr. Wetherbee's resignation and Mr. Muscari's and Mr. Monagle's appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Press Release dated February 27, 2014
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SIGNATURES
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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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MINERALS TECHNOLOGIES INC.
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(Registrant)
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By:
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/s/ Thomas J. Meek
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Name:
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Thomas J. Meek
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Title:
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Senior Vice President, General Counsel, Human Resources and Secretary, Chief Compliance Officer
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Date: February 28, 2014
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MINERALS TECHNOLOGIES INC.
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EXHIBIT INDEX
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Exhibit No.
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Subject Matter
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99.1
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Press Release dated February 27, 2014
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EXHIBIT 99.1
Minerals Technologies Inc.
Press Release for NYSE Review
EXECUTIVE CHAIRMAN JOSEPH C. MUSCARI RESUMES THE DUTIES OF CHIEF EXECUTIVE OFFICER AT MINERALS TECHNOLOGIES INC.
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D.J. Monagle Named Chief Operating Officer
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Robert S. Wetherbee Leaving Company for Personal Reasons
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NEW YORK, February 27, 2014—Minerals Technologies Inc. (NYSE: MTX) announced today that Executive Chairman Joseph C. Muscari will resume the responsibilities of Chairman and Chief Executive Officer, effective immediately.
The company also announced the appointment of D.J. Monagle, Senior Vice President and Managing Director of the Paper PCC business unit, to Chief Operating Officer of the corporation.
Robert S. Wetherbee, who became President and Chief Executive Officer on March 11, 2013, is leaving the company for personal reasons.
"At this time, we are in the midst of a potential acquisition of AMCOL International, and I am resuming the duties of chief executive officer to focus on the successful completion and integration of this acquisition, and to continue guiding Minerals Technologies on a high growth and performance track," said Mr. Muscari. "I am also pleased to promote D.J. Monagle to Chief Operating Officer to oversee the operations of our three business units. D.J. has the necessary leadership experience and business acumen to continue to execute our successful strategies of geographic expansion and new product innovation. Speaking on behalf of all at Minerals Technologies, I'd like to thank Bob Wetherbee for his service and wish him well."
D.J. Monagle joined the company in 2003 as Director, Global Marketing, Paper PCC. He was named Vice President, North America, Paper PCC, in 2004 and appointed to Vice President, the Americas, Paper PCC, in 2006. He was named Senior Vice President and Managing Director, Paper PCC, in November 2007. Before joining Minerals Technologies, Mr. Monagle worked for the Paper Technology Group at Hercules Inc. between 1990 and 2003, where he held sales and marketing positions of increasing responsibility. Between 1985 and 1990, he served as an aviation officer in the U.S. Army's 11th Armored Cavalry Regiment, leaving the service as a troop commander with a rank of Captain.
Mr. Muscari served as Chairman and Chief Executive Officer of Minerals Technologies since March of 2007 after joining the company's Board of Directors in 2005. He became Executive Chairman in March of 2013. Before joining the company, Mr. Muscari spent 37 years at Alcoa Inc., serving in numerous executive positions. His last position there was Executive Vice President and Chief Financial Officer.
Minerals Technologies Inc. is a resource- and technology-based growth company that develops, produces and markets worldwide a broad range of specialty mineral, mineral-based and synthetic mineral products and related systems and services. The company recorded sales of $1.02 billion in 2013.
For further information about Minerals Technologies Inc. look on the internet at http://www.mineralstech.com/
Media Contact:
Rick B. Honey
212-878-1831