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 23, 2017
INTERNATIONAL FLAVORS & FRAGRANCES INC.
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-4858 | 13-1432060 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 521 West 57th Street New York, New York |
10019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 765-5500
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company 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 ☐
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. ☐
Item 8.01 Other Events
On June 23, 2017, International Flavors & Fragrances Inc. (“IFF”) announced that it entered into a settlement agreement and release (the “Settlement Agreement”) with ZoomEssence, Inc. (“ZoomEssence”) relating to the previously disclosed litigation between IFF and ZoomEssence. Under the Settlement Agreement, IFF has agreed to make a one-time payment to ZoomEssence in an aggregate amount of $56.0 million. The Settlement Agreement provides for the dismissal of all claims, with prejudice and without any admission of liability or wrongful conduct, and full mutual releases. IFF expects to record a pre-tax charge of approximately $1.0 million in the second quarter of 2017. IFF previously recorded an aggregate of $55.0 million of reserves related to this matter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press release dated June 23, 2017
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.
| INTERNATIONAL FLAVORS & FRAGRANCES INC. | ||
| By: | /s/ Anne Chwat | |
| Name: Anne Chwat | ||
| Title: Executive Vice President and General Counsel | ||
| Date: June 23, 2017 | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release dated June 23, 2017 | |
Exhibit 99.1
|
FOR IMMEDIATE RELEASE
Contact: Michael DeVeau VP, Global Corporate Communications & Investor Relations 212.708.7164 Michael.DeVeau@iff.com
IFF and ZoomEssence Announce Settlement of Lawsuit
NEW YORK, NEW YORK (June 23, 2017) – International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:IFF) and ZoomEssence Inc. have mutually agreed to settle all claims and counterclaims brought in a lawsuit in the United States District Court for the District of New Jersey.
The parties agreed to dismiss their claims against one another, with prejudice and without any admission of liability or wrongful conduct, to avoid any further expense and disruption from the litigation.
Under the settlement agreement, IFF will make a one-time payment to ZoomEssence of $56 million and the parties will exchange full mutual releases.
Meet IFF
International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:IFF) is a leading innovator of sensorial experiences that move the world. At the heart of our company, we are fueled by a sense of discovery, constantly asking “what if?”. That passion for exploration drives us to co-create unique products that consumers taste, smell, or feel in fine fragrances and beauty, detergents and household goods, as well as beloved foods and beverages. Our 7,400 team members globally take advantage of leading consumer insights, research and development, creative expertise, and customer intimacy to develop differentiated offerings for consumer products. Learn more at www.iff.com, Twitter, Facebook, Instagram, and LinkedIn. | |
|
International Flavors & Fragrances Inc. 521 West 57th Street New York, NY 10019
T +212.765.5500 F +212.708.7132 iff.com |
