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): August 6, 2009
Ferro Corporation
(Exact name of registrant as specified in its charter)
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| Ohio
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1-584
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34-0217820 |
| (State or other jurisdiction
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1000 Lakeside Avenue, Cleveland, Ohio
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44114 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 216-641-8580
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)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On January 1, 2009, Ferro Corporation (“Ferro,” “we,” “us,” or “the Company”) adopted FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of
ARB No. 51, (“FAS No. 160”). Under this statement, noncontrolling interests (e.g., minority
interests) in subsidiaries are measured initially at fair value and classified as a separate
component of equity and the amount of net income attributable to noncontrolling interests is
included in consolidated net income. FAS No. 160 requires entities to apply the measurement
requirements prospectively and to apply the presentation and disclosure requirements
retrospectively to comparative financial statements.
On January 1, 2009, we adopted FSP No. APB 14-1, Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), (“FSP No. APB 14-1”).
This pronouncement specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity’s nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FSP No. APB 14-1 is to be
applied retrospectively.
Based upon the effective dates of the pronouncements, the audited consolidated financial statements
in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form
10-K”) did not reflect the adoption of FAS No. 160 and FSP No. APB 14-1. The following portions of
the Company’s Form 10-K, including audited financial statements for the three years ended December
31, 2008, and as of December 31, 2008, and December 31, 2007, have been updated solely to reflect
the retrospective presentation and disclosure requirements of FAS No. 160 and FSP No. APB 14-1 that
were not yet effective for the financial statements originally filed with the Form 10-K and are
filed herewith as Exhibit 99.1 and incorporated herein by reference:
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Item 1A — Risk Factors |
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Item 6 — Selected Financial Data |
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Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of
Operations |
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Item 8 — Financial Statements and Supplementary Data |
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Item 9A — Controls and Procedures |
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Item 15 — Exhibits and Financial Statement Schedules |
This Form 8-K does not reflect events or disclosures occurring after the filing of the Form 10-K
and does not modify or update the disclosures therein in any way, other than as described above.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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Description of Exhibits |
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Ratio of Earnings to Fixed Charges |
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23.1
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Consent of Deloitte & Touche LLP |
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99.1
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Update to Selected Items of the Annual Report on Form 10-K for the fiscal year ended December 31, 2008 |