- Current report filing (8-K)
June 29 2011 - 4:02PM
Edgar (US Regulatory)
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): June 29, 2011
ACCO BRANDS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-08454
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36-2704017
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(State or other jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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300 Tower Parkway
Lincolnshire, IL 60069
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60069
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (847) 541-9500
Not Applicable
(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:
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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))
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Explanatory Note:
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On June 14, 2011, the Company announced the sale of its GBCFordigraph Pty Ltd business which was formerly part of the ACCO Brands
International segment. GBCFordigraph Pty Ltd, an Australian subsidiary of the Company, represented approximately $46 million in annual net sales in the year ending December 31, 2010. The GBCFordigraph Pty Ltd business will be
treated as a discontinued operation in the Companys historical financial statements.
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This Form 8-K presents the Companys 2010 and first quarter 2011 financial information which has been reclassified to reflect the presentation
of the GBCFordigraph Pty Ltd business as a discontinued operation.
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Item 2.02 Results of Operations and
Financial Condition
In the second quarter of 2011, the Company completed the sale of its GBCFordigraph Pty Ltd
business, formerly part of the ACCO Brands International segment.
This Form 8-K has been prepared in order to assist
investors in making comparisons of the Companys historical financial information with future financial information. The accompanying supplemental information includes reclassifications that have been made to conform previously-reported
quarterly and annual financial information for 2010 and quarterly information for the first quarter of 2011, to reflect the reclassification of the GBCFordigraph Pty Ltd business from the ACCO Brands International segment to discontinued
operation.
In order to assist investors in analyzing the historical performance of the Company with its GBCFordigraph
Pty Ltd business being reported as discontinued operations, the following supplemental information is being provided:
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Condensed Consolidated Statements of Operations (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended
March 31, 2011, (ii) the quarters ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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Reconciliation of Reported Consolidated Results to Adjusted Results (Unaudited) Reclassified for Discontinued Operations for (i) the
quarter ended March 31, 2011, (ii) the quarters ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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Reconciliation of Net Income (Loss) to Adjusted Supplemental EBITDA from Continuing Operations (Unaudited) for (i) the quarter ended
March 31, 2011, (ii) the quarters ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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Supplemental Business Segment Information (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31,
2011, (ii) the quarters ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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Supplemental Net Sales Growth Analysis (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011.
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The information in this Current Report on Form 8-K is being furnished and shall not be deemed
filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
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Non-GAAP Financial Measures
Adjusted results exclude all unusual tax items. Adjusted supplemental EBITDA from continuing operations excludes other non-operating items, including other income/expense and stock-based
compensation expense. Adjusted results and supplemental EBITDA from continuing operations are non-GAAP measures. There could be limitations associated with the use of non-GAAP financial measures as compared to the use of the most directly comparable
GAAP financial measure. Management uses the adjusted measures to determine the returns generated by its operating segments and to evaluate and identify cost-reduction initiatives. Management believes these measures provide investors with helpful
supplemental information regarding the underlying performance of the company from year to year. These measures may be inconsistent with measures presented by other companies.
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Section 9Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits.
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99.1
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Condensed Consolidated Statements of Operations (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011, (ii) the
quarters ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.2
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Reconciliation of Reported Consolidated Results to Adjusted Results (Unaudited) for (i) the quarter ended March 31, 2011, (ii) the quarters ended
March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.3
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Reconciliation of Net Income (Loss) to Adjusted Supplemental EBITDA from Continuing Operations (Unaudited) for (i) the quarter ended March 31, 2011, (ii) the quarters
ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.4
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Supplemental Business Segment Information (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011, (ii) the quarters
ended March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.5
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Supplemental Net Sales Growth Analysis (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011.
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SIGNATURES
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.
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ACCO BRANDS CORPORATION
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(Registrant)
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Date: June 29, 2011
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By:
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/s/ Thomas P. ONeill, Jr.
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Name:
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Thomas P. ONeill, Jr.
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Title:
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Sr. Vice President, Finance and
Accounting (Principal Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit
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99.1
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Condensed Consolidated Statements of Operations (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011, (ii) the quarters ended
March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.2
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Reconciliation of Reported Consolidated Results to Adjusted Results (Unaudited) for (i) the quarter ended March 31, 2011, (ii) the quarters ended
March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.3
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Reconciliation of Net Income (Loss) to Adjusted Supplemental EBITDA from Continuing Operations (Unaudited) for (i) the quarter ended March 31, 2011, (ii) the quarters ended
March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.4
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Supplemental Business Segment Information (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011, (ii) the quarters ended
March 31, June 30, September 30 and December 31, 2010 and (iii) the year ended December 31, 2010.
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99.5
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Supplemental Net Sales Growth Analysis (Unaudited) Reclassified for Discontinued Operations for (i) the quarter ended March 31, 2011.
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