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):   July 1, 2014

 
NEENAH PAPER, INC.
(Exact Name Of Registrant As Specified In Its Charter)

 

Delaware	 	001-32240	 	20-1308307	
(State of Incorporation)	 	(Commission File No.)	 	(I.R.S. Employer	
 	 	 	 	Identification No.)	
 
3460 Preston Ridge Road
Alpharetta, Georgia 30005
(Address of principal executive offices, including zip code)
 
(678) 566-6500
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or 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 (see General Instruction A.2 below):
 
o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

 

 
Item 2.01  Completion of Acquisition or Disposition of Assets
 
On July 1, 2014, Neenah Paper, Inc. (the “Company”) completed the acquisition of all of the outstanding equity of Crane Technical Materials, Inc. (“CTM”) from Crane & Co., Inc. pursuant to a stock purchase agreement dated June 2, 2014.  The acquisition was previously disclosed in a Form 8-K filed by the Company on June 5, 2014.  The acquisition was financed through the Company’s cash on hand.  The press release announcing the closing of the acquisition is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01  Financial Statements and Exhibits
 
(d) Exhibits:

Exhibit Number	 	Description of Exhibit	
 	 	 	
Exhibit 99.1	 	Press Release	
 
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SIGNATURE
 
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.

 	NEENAH PAPER, INC.	
 	(Registrant)	
 	 	
Date: July 2, 2014	/s/ STEVEN S. HEINRICHS	
 	Steven S. Heinrichs
Senior Vice President, General Counsel and Secretary	
 
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EXHIBIT 99.1
 
Contact:                   Neenah Paper, Inc.
 
Bill McCarthy
 
Vice President — Financial Analysis and Investor Relations
 
678-518-3278
 
Neenah Completes Purchase of Crane Technical Materials
 
ALPHARETTA, GEORGIA — July 1, 2014 (NYSE:NP) — Neenah Paper, Inc. announced today that it has completed the purchase of Crane Technical Materials, Inc. from Crane & Co., Inc.. The company, to be renamed Neenah Technical Materials, provides performance-oriented wet laid nonwovens media for fast growing filtration end markets as well as for environmental, energy and industrial uses. Annual sales of approximately $50 million are supported through two manufacturing operations located in Pittsfield, Massachusetts.
 
“We are excited to move forward now as a company with an expanded manufacturing platform serving a broader base of filtration and other performance-oriented technical markets and customers,” said John O’Donnell, Chief Executive Officer. “This acquisition clearly fit our strategy of expanding in profitable specialty niche markets with above average growth rates and attractive financial returns. In addition, it nicely complements our European filtration business and provides new technologies that represent a platform for future growth.”
 
The purchase price of $72 million, comprised of $64 million for the business and $8 million related to future cash tax benefits, was financed through cash on hand. As previously announced, approximately $2 to $3 million of one-time costs are expected in 2014 related to the acquisition. Annual earnings, excluding these one-time costs and benefits of lower cash taxes, are expected to be approximately $0.20 per share accretive.
 
About Neenah Paper, Inc.
 
Neenah is a leader in premium image and performance-based products, including filtration, specialized substrates used for tapes, labels and other products, and high-end printing papers. Products are marketed under well-known brands such as CLASSIC®, ASTROBRIGHTS®, ENVIRONMENT®, CRANE®, ROYAL SUNDANCE®, SOUTHWORTH® KIMDURA®, Gessner®, CRANEMAT™, CRANEGLAS™, JET-

 
PRO® SofStretch™ and varitess®. Neenah is headquartered in Alpharetta, Georgia and its products are sold in over 70 countries worldwide from manufacturing operations in the United States and Germany. Additional information can be found at the company’s web site, www.neenah.com.
 
Cautionary Note Regarding Forward-Looking Statements
 
Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), or in releases made by the U.S. Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of the PSLRA and we caution investors that any forward-looking statements we make are not guarantees or indicative of future performance. These forward-looking statements rely on a number of assumptions concerning future events and are subject to risks, uncertainties and other factors, many of which are outside of our control and could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not necessarily limited to, those set forth under the captions “Cautionary Note Regarding Forward-Looking Statements” and/or “Risk Factors” of our latest Form 10-K filed with the SEC as periodically updated by subsequently filed Form 10-Qs (these securities filings can be located on our website at www.neenah.com). Unless specifically required by law, we assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances.  These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws.