FMC : Amendment to a previously filed 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K/A

Amendment No. 1

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CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 11, 2019

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FMC CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	1-2376	94-0479804
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
incorporation or organization)	Number)	Identification No.)
2929 Walnut Street
Philadelphia, Pennsylvania	19104
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 215-299-6000

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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

o

o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 8.01. OTHER EVENTS

On February 11, 2019, FMC Corporation ("FMC") filed a Current Report on Form 8-K with an accompanying press release announcing the record date and spin-off date of Livent Corporation. The press release attached to such Current Report contained incorrect dates on which trading markets would be established and trades settle. The press release attached to this Current Report contains the correct dates. The record date and spin-off date in the initial Current Report were correct and remain unchanged.

Attached as Exhibit 99.1 to this Current Report on Form 8-K/A, and incorporated herein by this reference, is a copy of FMC's updated press release dated February 11, 2019.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit

Number Description

99.1 Press Release

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 thereunto duly authorized.

FMC CORPORATION

(Registrant)

By:

/s/ ANDREA E. UTECHT

Andrea E. Utecht

Executive Vice President, General Counsel and Secretary

Date: February 11, 2019

Exhibit 99.1

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

News Release

USA 215.299.6000 fmc.com

For Release: Immediate

Media Contact: Emily Parenteau [e-mail]

Investor Contact: Michael Wherley [e-mail]

FMC Corporation Announces Details of Final Separation of Livent Corporation

PHILADELPHIA, February 11, 2019 -- FMC Corporation (NYSE: FMC) announced today that its Board of Directors has approved the distribution of all of its remaining interest in Livent Corporation ("Livent") (NYSE: LTHM) to FMC stockholders, payable on March 1, 2019, to shareholders of record as of 5:00 p.m. EST on February 25, 2019.

Subject to the conditions described below, the FMC Board of Directors has authorized the distribution to FMC stockholders of an aggregate of 123,000,000 shares of Livent common stock on March 1, 2019, the distribution date, as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019. Based on the number of shares of FMC common stock outstanding as of December 31, 2018, FMC estimates that each share of FMC common stock will receive approximately 0.9304664 shares of Livent common stock in the distribution. The actual distribution ratio for the Livent common stock to be distributed per share of FMC common stock will be determined based on the number of shares of FMC common stock outstanding on the record date.

The Distribution is subject to certain customary conditions, including receipt of a customary tax opinion and confirmation of sufficient capital adequacy and surplus to make the distribution. FMC expects all of these conditions to be satisfied on the distribution date.

Fractional shares of Livent common stock will not be distributed to FMC stockholders. Instead, the fractional shares of Livent common stock will be aggregated and sold on behalf of the applicable shareholders in the open market, with the net proceeds distributed pro rata in the form of cash payments to FMC stockholders who would otherwise receive Livent fractional shares. The spin-off has been structured to qualify as a tax-free distribution to FMC stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares will, however, be taxable. FMC stockholders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution.

Page 2/FMC Corporation Announces Details of Final Livent Separation

Beginning on February 22, 2019, and continuing through the close of trading on the New York Stock Exchange (the "NYSE") on March 1, 2019, the distribution date, the following markets will exist in FMC and Livent common stock (each of which will be traded on the NYSE):

FMC common stock "regular way" market (NYSE: FMC): Shares of FMC common stock that trade in the regular way market will trade with "due bills," which are entitlements to shares of Livent common stock to be distributed pursuant to the distribution. Any holders of shares of FMC common stock who sell FMC shares the "regular way" between the record date and the distribution date will also be selling their right to receive Livent shares.

FMC common stock "ex-distribution/when issued" market (NYSE: FMC WI): Shares of FMC common stock that trade in the ex-distribution/when-issued market will trade without an entitlement to shares of Livent common stock to be distributed pursuant to the distribution. If you own shares of FMC common stock on the record date and sell those shares of FMC common stock in the ex-distribution/when-issued market prior to or on the distribution date, you will still receive the shares of Livent common stock that were to be distributed to you in respect of those shares of FMC common stock.

Livent common stock "regular way" market (NYSE: LTHM): The regular way market is the same market for Livent common stock that has been in existence since Livent completed its initial public offering of its common stock in October 2018.

Livent common stock "when-issued" market (NYSE: LTHM WI): The when-issued market for Livent common stock relates to the shares of Livent common stock that will be distributed to FMC stockholders on the distribution date. Therefore, if you are entitled to receive shares of Livent common stock in the distribution, you may trade your entitlement to the shares of Livent common stock, without the shares of FMC common stock you own, in the Livent common stock when-issued market.

All trades in the "regular way" markets will settle on the second trading day after the trade date. The due bills will settle on the second trading day after the distribution date. All trades in the "ex-distribution/when-issued" market and "when-issued" market will settle on the third trading day after the distribution date, irrespective of the trade date.

Livent common stock currently trades on the NYSE under the symbol "LTHM."

The distribution of shares of Livent common stock will be made in book entry form, and no physical share certificates of Livent will be issued. An information statement describing the distribution will be mailed to FMC stockholders following the record date. FMC stockholders will not be required to pay cash