Chesapeake Corp /VA/ - Current report filing (8-K)
01 August 2008 - 10:22PM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report: August 1, 2008
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(Date
of Earliest Event Reported)
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Commission
file number: 1-3203
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CHESAPEAKE
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Virginia
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54-0166880
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1021
East Cary Street
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Richmond,
Virginia
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23219
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
804-697-1000
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Not
Applicable
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(Former
name or former address, if changed since last report)
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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:
[
]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))
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ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On
August 1, 2008, Chesapeake Corporation (the "Company" or "Chesapeake")
issued a press release announcing second quarter 2008
results. The information contained in the press release, which
is attached as Exhibit 99.1 to this report, is incorporated herein by
reference. On August 1, 2008 Chesapeake held a conference call
with investors to discuss the second quarter 2008 results. The
manuscript of this conference call, which is attached as Exhibit 99.2 to
this report, is incorporated herein by reference.
The
information in this Form 8-K and the exhibits attached shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall they be deemed incorporated by reference in any
filing made by Chesapeake under the Securities Act of 1933, as
amended.
ITEM
2.06 MATERIAL IMPAIRMENTS
On
August 1, 2008, Chesapeake also announced that as of the end of the second
fiscal quarter of 2008, it recorded a goodwill impairment charge within
the reporting units of the Company’s Paperboard Packaging
segment. In conjunction with the ongoing discussions with the
Company’s current lenders under its senior revolving credit facility and
the Company’s continued efforts to refinance the credit facility during
the second quarter of fiscal 2008, the Company accelerated its annual
review of its strategic business plan. This review resulted in
a decline in expectations of the operating performance of the Paperboard
Packaging reporting segment as a result of competitive pricing pressure
and general economic conditions within this segment. Based on these
results, the Company conducted a review of the recoverability of its
goodwill in accordance with Statement of Financial Accounting Standards
No. 142, “Goodwill and other Intangible Assets (SFAS 142),” and recorded
an after-tax non-cash charge of $215.5 million. The Company’s
goodwill balance as of the end of the second fiscal quarter of 2008,
following the impairment charge is approximately $169.4
million. The Company does not expect the impairment charge to
result in future cash expenditures or to affect compliance with covenants
under its borrowing arrangements.
On
August 1, 2008, Chesapeake issued a press release announcing the
Company’s comprehensive refinancing plan to address the upcoming maturity
of its senior revolving credit facility and its general liquidity
needs. The information contained in the press release, which is
attached as Exhibit 99.3 to this report, is incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c)
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Exhibits
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99.1
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Press
release, issued on August 1, 2008, announcing second quarter 2008
results
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99.2
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Manuscript
for conference call held on August 1, 2008, discussing second quarter 2008
results
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99.3
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Press
release, issued on August 1, 2008, announcing the Company’s comprehensive
refinancing plan
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SIGNATURES
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 thereunto duly
authorized.
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CHESAPEAKE
CORPORATION
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(Registrant)
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Date: August
1, 2008
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BY:
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/s/ Joel K. Mostrom
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Joel
K. Mostrom
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Executive
Vice President & Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
of Exhibit
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99.1
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Press
release, issued on August 1, 2008, announcing second quarter 2008
results
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99.2
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Manuscript
for conference call held on August 1, 2008, discussing second quarter 2008
results
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99.3
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Press
release, issued on August 1, 2008, announcing the Company’s comprehensive
refinancing plan
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