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IOSP > SEC Filings for IOSP > Form 8-K on 5-Nov-2013All Recent SEC Filings

Show all filings for INNOSPEC INC.

Form 8-K for INNOSPEC INC.


Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhi

Item 3.02. Unregistered Sales of Equity Securities

In addition to the unregistered sales of equity securities to the Bachman Group Companies described in Item 8.01 below and incorporated herein by reference, Innospec Inc. issued 150,943 shares of its common stock in an unregistered transaction to the sellers of Chemsil Silicones, Inc. at a price of $41.34 per share as of August 30, 2013 as partial consideration for Innospec's acquisition of all of the outstanding shares of Chemsil Silicones, Inc. The issuance of Innospec common stock in connection with the Chemsil acquisition constituted less than 1% of the outstanding shares of Innospec common stock at the time of issuance. The issuances in both acquisitions were private placements to suitably sophisticated investors under Section 4(2) of the Securities Act and/or Rule 506 of Regulation D thereunder.

Item 8.01. Other Events

On November 4, 2013, Innospec Inc. announced that it had acquired Bachman Services, Inc. and its associated companies; Bachman Drilling and Production Specialties, Inc., Bachman Production Specialties, Inc., and Specialty Intermediates, Inc. (the "Bachman Group Companies") from their private owners. The Bachman Group Companies provide chemicals and services to the oil and gas industry and are based in Oklahoma City, Oklahoma.
The consideration for the acquisition, which was effected pursuant to a stock purchase agreement, was paid partly in cash with the remainder being satisfied by the issuance on November, 4, 2013 of 319,953 shares of unregistered Innospec Inc. common stock at a price of $46.88 per share (as calculated pursuant to the terms of the stock purchase agreement on October 31, 2013), to the sellers in proportion to their shareholdings.

Item 9.01. Financial Statements and Exhibits

A copy of the press release announcing the acquisition of the Bachman Group Companies is furnished as Exhibit 99.1 to this report on Form 8-K.

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