form8k.htm
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
September
18, 2007 (September 14, 2007)
Date
of Report (Date of earliest event reported)
INTERNATIONAL
FLAVORS & FRAGRANCES INC.
(Exact
name of registrant as specified in its charter)
New
York
|
1-4858
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13-1432060
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
|
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521
West 57th Street
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|
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New
York, New York
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10019
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(Address
of principal executive
offices)
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(Zip
Code)
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(212)
765-5500
(Registrant’s
telephone number, including area code)
N/A
(Former
name 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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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))
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Item
1.01. Entry Into a Material Definitive
Agreement.
On
September 14, 2007, International Flavors & Fragrances. Inc. ("IFF") entered
into two agreements to purchase shares of its common stock from Morgan Stanley
& Co. Incorporated (“Morgan Stanley”) for an aggregate purchase price of
$450 million pursuant to an accelerated share repurchase (“ASR”)
program. IFF is acquiring these shares as part of a $750
million share repurchase program approved by IFF’s Board of Directors on July
24, 2007.
The
number of shares to be repurchased under the ASR program will be based generally
on the volume-weighted average price of IFF’s common stock during the term
of the agreements. Purchases under one of the ASR agreements are subject to
collar provisions that will establish minimum and maximum numbers of shares
based on the volume-weighted average share price over an initial hedge period.
ASR program purchases totaling $112.5 million will be effected under the collar
agreement. The minimum and maximum numbers of shares that the registrant will
repurchase pursuant to the collar agreement will not be known until conclusion
of the hedge period, which is expected to be completed early in the fourth
quarter of fiscal 2007. The remaining $337.5 million of the ASR
program will not be subject to collar provisions. The registrant expects all
ASR
program purchases to be completed by end of the second quarter of fiscal 2008,
although the completion date of share repurchases under the collared portion
of
the ASR program may be accelerated at the option of Morgan Stanley. The actual
number of shares repurchased will be determined at the completion of the ASR
program.
The
agreements, each dated September 14, 2007, contain the principal terms and
provisions governing the ASR program including, but not limited to, the
mechanism used to determine the amount of shares that will be delivered by
Morgan Stanley to the registrant, the required timing of delivery of the shares,
the specific circumstances under which Morgan Stanley is permitted to make
adjustments to valuation periods, the specific circumstances under which the
ASR
program may be terminated early and various acknowledgements, representations
and warranties made by the registrant and Morgan Stanley to one another,
including representations related to Rule 10b5-1 and intended compliance with
the Rule 10b-18 volume and timing guidelines. The agreements are filed as
Exhibits 10.1 and 10.2 hereto and are incorporated herein by
reference.
Morgan
Stanley and its affiliates, have performed, and may in the future perform,
various commercial banking and other financial advisory services for the Company
and its subsidiaries for which they have received, and will receive, customary
fees and expenses.
Item
7.01. Regulation FD Disclosure.
The
Company issued a press release
concerning the ASR program on September 17, 2007, a copy of which is attached
hereto as Exhibit 99.1. The information in Exhibit 99.1 attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange
Act
of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit
10.1
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Confirmation,
dated September 14, 2007, between International Flavors & Fragrances
Inc. and Morgan Stanley & Co.
Incorporated
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Exhibit
10.2
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Confirmation,
dated September 14, 2007, between International Flavors & Fragrances
Inc. and Morgan Stanley & Co.
Incorporated
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Exhibit
99.1
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Press
Release, dated September 17,
2007
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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.
Dated:
September 18, 2007
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International Flavors
&
Fragrances Inc. |
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By:
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/s/ Dennis
M. Meany |
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Name: Dennis
M.
Meany |
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Title: Senior Vice President, General
Counsel
and Secretary
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EXHIBIT
INDEX
Exhibit
No.
Description
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10.1
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Confirmation,
dated September 14, 2007, between International Flavors & Fragrances
Inc. and Morgan Stanley & Co.
Incorporated
|
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10.2
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Confirmation,
dated September 14, 2007, between International Flavors & Fragrances
Inc. and Morgan Stanley & Co.
Incorporated
|
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99.1
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Press
Release, dated September 17, 2007
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5