Compass Minerals International Inc 8-K, filed Sep 21, 2023
Compass Minerals International Inc (CMP)
8-K
2023-09-21
For: 2023-09-21
View Original
Added on
April 10, 2026
About this 8-K
Compass Minerals International Inc filed this 8-K on September 21, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
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
Date of Report (Date of earliest event reported): September 21, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(913 ) 344-9200
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 7.01 Regulation FD Disclosure.
On September 21, 2023, Compass Minerals International, Inc. (the “Company”) announced that it intends to file a resale registration statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”).
The Registration Statement will be filed to satisfy the Company’s obligations relating to the customary registration rights granted to Koch Minerals & Trading LLC and its affiliates (“KM&T”) under the stock purchase agreement entered into with KM&T on September 14, 2022 in connection with a private placement completed on October 18, 2022. The Registration Statement is required to be filed at this time pursuant to such stock purchase agreement without any further action by or request from KM&T. The Company does not know when, if, or in what amounts KM&T may offer shares of common stock for sale in the future. KM&T might not sell any shares of the Company’s common stock. The Company will not sell any shares of its common stock pursuant to the Registration Statement and will not receive any proceeds from any potential future sale of the shares of its common stock held by KM&T.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations of offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
Forward Looking Statements
This Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements about the filing of the Registration Statement and the potential future sale of shares of the Company’s common stock. These statements are based on the company’s current expectations and involve risks and uncertainties that could cause the company’s actual results to differ materially. The differences could be caused by a number of factors including those factors identified in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the company’s Annual and Quarterly Reports on Forms 10-K and 10-Q, including any amendments, as well as the company’s other SEC filings. The company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect future events or developments, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMPASS MINERALS INTERNATIONAL, INC. | ||||||||
Date: September 21, 2023 | By: | /s/ Lorin Crenshaw | ||||||
Name: Lorin Crenshaw | ||||||||
Title: Chief Financial Officer | ||||||||