-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EQ6FVqefqDQ3rA+RwaJSzFkVpfn5fHsA3QJlOPdE8wpXnmz2OjP1Hyt5UfIKqIh/ IgpIhn7C2zvhJR0z5qZd2g== 0000893220-07-003947.txt : 20071212 0000893220-07-003947.hdr.sgml : 20071212 20071212115333 ACCESSION NUMBER: 0000893220-07-003947 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071205 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071212 DATE AS OF CHANGE: 20071212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUPONT E I DE NEMOURS & CO CENTRAL INDEX KEY: 0000030554 STANDARD INDUSTRIAL CLASSIFICATION: PLASTIC MAIL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS) [2820] IRS NUMBER: 510014090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-00815 FILM NUMBER: 071300993 BUSINESS ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 BUSINESS PHONE: 3027741000 MAIL ADDRESS: STREET 1: 1007 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19898 8-K/A 1 w44383ae8vkza.htm FORM 8-K/A E. I. DU PONT DE NEWMOURS AND COMPANY e8vkza
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) December 5, 2007
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
(State or Other Jurisdiction
Of Incorporation)
  1-815
(Commission
File Number)
  51-0014090
(I.R.S. Employer
Identification No.)
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant’s telephone number, including area code: (302) 774-1000
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:
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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SIGNATURE
Notice of Blackout Period Memorandum


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Explanatory Note: The Form 8-K filed on December 11, 2007 is being amended for the sole purpose of correcting the date of earliest event reported on the cover page of that Form 8-K from December 7, 2007 to December 5, 2007. The Form 8-K is being re-filed in its entirety for ease of reference.
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
     E. I. du Pont de Nemours and Company (the “Company”) has decided to transition to new investment choices under the DuPont Savings and Investment Plan, the DuPont Retirement Savings Plan, the DuPont 401(k) and Profit Sharing Plan and the Thrift and Savings Plan for Employees of Sentinel Transportation, LLC (together, the “Plans”), which will require a blackout period during which eligible employees will be unable to enroll in the Plans and participants in the Plans will be temporarily unable to change their contribution rates, direct or diversify investments in their individual accounts, including accounts that hold the common stock of the Company, or to obtain a loan or distribution from the Plans. The blackout period will also apply to the DuPont Retirement Savings Restoration Plan and the DuPont Salary Deferral and Savings Restoration Plan to the extent the aforementioned rights normally are available under those plans.
     On December 5, 2007, the Company received notice of the blackout period pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 with respect to the Plans. On December 11, 2007, the Company sent a Notice of Blackout Period Memorandum (the “Memorandum”) to its directors and executive officers informing them that a blackout period is expected to be in effect beginning at 3 p.m. ET on January 25, 2008 and ending at 12 a.m. ET on February 4, 2008. However, the blackout period may be extended due to events beyond the Company’s control that may arise as part of the transition, in which case notice will be given to the directors and executive officers as soon as reasonably practicable.
     The Memorandum was provided to the Company’s directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR.
     During the blackout period and for a period of two years after the ending date of the blackout period, holders of the Company’s common stock and other interested parties may obtain, without charge, the actual beginning and ending dates of the blackout period by sending a written request to James C. Borel, Vice President, E. I. du Pont de Nemours and Company, 1007 Market Street, Wilmington, Delaware 19898 or by calling (302) 774-1000.
     A copy of the Memorandum is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits:
     99.1 Notice of Blackout Period Memorandum, dated December 11, 2007.

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SIGNATURE
     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.
     
    E. I. DU PONT DE NEMOURS AND COMPANY
    (Registrant)
     
    /s/ Barry J. Niziolek
     
    Barry J. Niziolek
    Vice President and Controller
December 12, 2007

3

EX-99.1 2 w44383aexv99w1.htm NOTICE OF BLACKOUT PERIOD MEMORANDUM exv99w1
 

Exhibit 99.1
Important Notice Concerning Limitations on Trading in Equity Securities of
E. I. du Pont de Nemours and Company

 
To:   Members of the Board of Directors and Executive Officers of E. I. du Pont de Nemours and Company
     
From:   E. I. du Pont de Nemours and Company
     
Date:   December 11, 2007
     As you may know, E. I. du Pont de Nemours and Company ( “Company”) has decided to change the investment options that are available under the DuPont Savings and Investment Plan, DuPont Retirement Savings Plan, DuPont 401(k) and Profit Sharing Plan and the Thrift and Savings Plan for Employees of Sentinel Transportation LLC (together, the “Plans”). As a result, eligible employees will be temporarily unable to enroll in the Plans and participants in the Plans will be temporarily unable to change their contribution rate, direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, or obtain a loan or distribution from the Plans. This period, during which participants in the Plans will be unable to exercise these rights otherwise available under the Plans, is called a “blackout period.” The blackout period will also apply to the DuPont Retirement Savings Restoration Plan and the DuPont Salary Deferral and Savings Restoration Plan to the extent that the same or similar rights normally are available under those plans.
     Under the Sarbanes-Oxley Act of 2002, the Company’s directors and executive officers will generally be prohibited from engaging in transactions involving the Company’s equity securities (including options and other derivatives based on Company stock) during the blackout period.
     The blackout period will begin at 3 p.m. E.T. on January 25, 2008 and end at 12 a.m. E.T. on February 4, 2008. However, the blackout period may be extended due to events beyond the Company’s control that may arise as part of the transition, in which case notice will be given to directors and executive officers as soon as reasonably practicable. In addition, you can determine whether the blackout period has started or ended by contacting Merrill Lynch at (877) DD-PLANS (877-337-5267) or via the web at www.benefits.ml.com.
     Generally, during the blackout period, directors and executive officers are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company acquired in connection with services performed as a director or executive officer. This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock unit grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between a director or executive officer and the Company, and as director qualifying shares.

 


 

     Securities acquired outside of your service as a director or executive officer (such as shares acquired when you were an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares sold will be presumed to come first from the covered shares unless you can identify the source of such sold shares and you can shown that the same form of identification is used for all related purposes (such as tax reporting and disclosure requirements).
     “Equity securities” are defined broadly to include options and other derivatives. In addition, the trading prohibition extends to any equity securities in which you have a direct or indirect pecuniary interest, which include, for example, shares held (i) by immediate family members sharing your household, (ii) in trust, or (iii) by controlled partnerships or corporations.
     The following are examples of transactions in which you may not engage during the blackout period: (i) exercising stock options granted in connection with your services provided as a director or executive officer; (ii) selling Company stock acquired by exercising options; and (iii) selling Company stock originally received as a restricted or performance-based stock unit grant or upon the vesting of a restricted or performance-based stock unit grant.
     Certain transactions are specifically exempted from the prohibition on trading Company stock. Examples of exempt transactions include: (1) acquisition of Company stock pursuant to certain dividend reinvestment plans; (2) any purchases or sales of Company stock made pursuant to certain written plans satisfying the conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended; (3) awards of equity compensation pursuant to a plan that sets forth an objective formula for determining the amount, price and timing of awards; and (4) acquisitions or dispositions of Company stock pursuant to a bona fide gift or transfer by will or the laws of descent and distribution.
     If a director or executive officer engages in a transaction that violates these rules, he or she can be required to disgorge any profits from the transaction and will be subject to civil and criminal penalties.
     The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon directors and executive officers who violate them could be severe. Accordingly, you should refrain from engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period.
     If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Mary E. Bowler, Corporate Secretary, E. I. du Pont de Nemours and Company, 1007 Market Street, Wilmington, Delaware 19898, or by calling (302) 774-1000. If you have any questions regarding the blackout period, you should contact James C. Borel, Vice President, E. I. du Pont de Nemours and Company, 1007 Market Street, Wilmington, Delaware 19898, or by calling (302) 774-1000.

 

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