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
9, 2009
THE
DOW CHEMICAL COMPANY
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation)
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1-3433
Commission
File Number
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38-1285128
(IRS
Employer
Identification
No.)
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2030 Dow Center, Midland,
Michigan
(Address
of principal executive offices)
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48674
(Zip
code)
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(989)
636-1000
(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 (see General Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o 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
3.02
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Unregistered
Sales of Equity Securities
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On June
9, 2009, The Dow Chemical Company (the “Company”) issued 30,997,900 shares of
the Company’s common stock, par value $2.50 per share (the “Common Stock”) to
certain trusts established by members of the Haas family (the “Haas Trusts”),
upon the automatic conversion of 500,000 shares of the Company’s Cumulative
Convertible Perpetual Preferred Stock, Series C (the “Preferred Stock”) held by
the Haas Trusts. Pursuant to the terms set forth in the certificate
of designations relating to the Preferred Stock, as amended, the number of
shares of Common Stock issued upon such conversion was determined by dividing
the sum of one-tenth of the liquidation preference of each share of Preferred
Stock by 95% of the volume-weighted average price per share of the Common Stock
for each of the trading days within the 10 full trading day period commencing on
and including May 26, 2009. The Haas Trusts sold all of the
30,997,900 shares of Common Stock in connection with a forward sale offering
conducted pursuant to a prospectus supplement previously filed by the
Company. The forward sale offering was completed on June 9,
2009. Following the issuance of the Common Stock upon the conversion
of the Preferred Stock, such shares will be included in the Company’s
calculation of both the basic and diluted earnings per share beginning on June
9, 2009. In connection with the issuance of Common Stock upon
conversion of the Preferred Stock, the Company relied on the exemption from
registration afforded by Section 3(a)(9) of the Securities Act of 1933, as
amended.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June
11, 2009
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The
Dow Chemical Company |
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By: |
/s/
William H. Weideman |
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Name:
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William H.
Weideman |
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Title:
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Vice
President and Controller
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