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FOE > SEC Filings for FOE > Form 8-K on 12-Feb-2013All Recent SEC Filings

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Form 8-K for FERRO CORP


12-Feb-2013

Results of Operations and Financial Condition, Costs Associated with Exit or Disposal


Item 2.02 Results of Operations and Financial Condition.

On February 6, 2013, Ferro Corporation (the "Company") issued a press release (the "Press Release"), in which, among other things, it confirmed its adjusted earnings per share guidance for the year ended December 31, 2012. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated in this Item 2.02 by reference.



Item 2.05 Costs Associated with Exit or Disposal Activities.

The Press Release also announced that the Company had accelerated and expanded a program to reduce costs and improve operating efficiencies. As part of the cost savings initiatives, on February 6, 2013, the Company committed to a plan to restructure its European operations. In total, approximately 120 employee positions are expected to be eliminated in connection with the European restructuring actions. As a result of the European restructuring actions, the Company expects to incur charges of approximately $18 million, substantially all of which will be for severance costs and require future cash expenditures. The European restructuring actions are subject to required consultations with employee representatives at certain sites and other local legal requirements and are therefore subject to change.



Item 7.01 Regulation FD Disclosure.

In addition to the information discussed in Items 2.02 and 2.05 above and Item 8.01 below, the Press Release also announced the Company's projected adjusted earnings per share for 2013 and estimated cost savings from the Company's cost saving initiatives. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.



Item 8.01 Other Events.

On February 6, 2013, as disclosed in the Press Release, the Company sold assets related to its solar pastes business to Heraeus Precious Metals North America Conshocken LLC ("Heraeus") pursuant to the terms and conditions of an asset purchase agreement (the "Asset Purchase Agreement") that the Company and Heraeus entered into on such date. The assets sold included, among other things, certain machinery and equipment, certain open orders, raw materials and silver paste required for purchased open orders, and intellectual property. The cash consideration for the assets sold is $10.9 million. In addition, Heraeus provided the Company approximately $12 million of precious metals, which will be used to reduce amounts outstanding under the Company's precious metal consignment arrangements.



Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1: Press Release Dated February 6, 2013


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