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)
May 4, 2007 (May 1, 2007)
STERLING CHEMICALS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50132
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76-0502785 |
(State or other jurisdiction of
Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.) |
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333 Clay Street, Suite 3600
Houston, Texas
(Address of principal execute offices)
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77002-4109
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(713) 650-3700
(Registrant’s telephone number, including area code)
Not Applicable
(Former names 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 1, 2007, Paul G Vanderhoven, Senior Vice President — Finance and Chief Financial
Officer of Sterling Chemicals, Inc. (“Sterling”), announced his retirement from Sterling,
effective as of such date. In connection with Mr. Vanderhoven’s retirement, he entered into a
separation and release agreement with Sterling whereby he agreed, among other things, to release
certain claims against Sterling. In connection with his retirement and the separation and release
agreement, Mr. Vanderhoven received a severance package consisting of a lump-sum severance payment
in the amount of $385,500, or 1.5 times his last year’s base salary and his current “Bonus Target”
(or 50% of his base salary) under Sterling’s Bonus Plan and the continuation of coverage under
Sterling’s life, health care, medical and dental insurance plans and programs (other than
disability), as long as he makes a timely COBRA election and pays the regular employee premiums
required under Sterling’s plans and programs and by COBRA for a period of 24 months (including 18
months of COBRA coverage).
On May 4, 2007, John R. Beaver, a Vice President and Sterling’s Corporate Controller, was
named as Mr. Vanderhoven’s successor and was appointed Senior Vice President — Finance and Chief
Financial Officer. Mr. Beaver, 45, will oversee Sterling’s corporate accounting and reporting
functions, finance and planning capacities. As a result, Mr. Beaver’s base salary increased from
$165,900 to $205,000, his Bonus Target under Sterling’s Bonus Plan, for the purposes of determining
bonus compensation payable if certain thresholds under that plan are achieved, increased from 35%
to 40%, and his multiplier under Sterling’s Key Employee Protection Plan, for the purposes of
determining benefits under that plan, increased from 1.0 to 2.0. A copy of Sterling’s Bonus Plan
and Key Employee Protection Plan are filed as exhibits to Sterling’s Annual Report on Form 10-K for
the year ended December 31, 2006.
Mr. Beaver was Sterling’s Corporate Controller since March of 2001 and one of Sterling’s Vice
Presidents since January of 2003. Prior to joining Sterling, Mr. Beaver was Vice President and
Corporate Controller for Pioneer Companies, Inc. from 1997 until December of 2000 and Corporate
Controller for Borden Chemicals and Plastics Limited Partnership from 1995 though 1996. Mr. Beaver
held several financial management positions with Sterling from 1987 through 1995 and with Monsanto
Company from 1981 through 1987.