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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) December 10, 2009

A. SCHULMAN, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-7459	34-0514850
(State or other jurisdiction of incorporation)	(Commission File Number)	( IRS Employer Identification No.)

3550 West Market Street, Akron, Ohio	44333
(Address of principal executive offices)	(Zip Code)

(330) 666-3751

(Registrant’s telephone number, including area code)

(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:

þ 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))

ITEM 7.01 REGULATION FD DISCLOSURE.

     On December 10, 2009, Paul F. DeSantis, Executive Vice President, Chief Financial Officer and Treasurer of A. Schulman, Inc. (the “Company”) gave a presentation at the Company’s 2009 Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the slides presented at the Annual Meeting is attached as Exhibit 99.1 hereto and incorporated by reference herein.

     Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

ITEM 8.01 OTHER EVENTS.

     On December 10, 2009, the Company issued a press release relating to its Annual Meeting and pending acquisition of ICO, Inc. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated into this Item 8.01 by reference.

Cautionary Statement

          A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the Merger Agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy

various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman’s and ICO’s respective reports filed with the SEC, including A. Schulman’s annual report on Form 10-K for the year ended August 31, 2009 and ICO’s annual report on Form 10-K for the year ended September 30, 2008 and quarterly report on Form 10-Q for the quarter ended June 30, 2009, in each case, as such reports may have been amended. This document speaks only as of its date, and Schulman and ICO each disclaims any duty to update the information herein.

Additional Information

          In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. ICO STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov, from A. Schulman at its website, www.aschulman.com, or 3550 West Market Street, Akron, Ohio 44333, Attention: Corporate Secretary, or from ICO at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, Attention: Corporate Secretary.

Participants In Solicitation

          A. Schulman and ICO and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information concerning A. Schulman’s participants is set forth in the proxy statement, dated November 6, 2009, for A. Schulman’s 2009 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A. Information concerning ICO’s participants is set forth in the proxy statement, dated January 23, 2009, for ICO’s 2009 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A and ICO’s current reports on Form 8-K, as filed with the SEC on December 11, 2008, January 22, 2009, May 12, 2009 and August 6, 2009. Additional information regarding the interests of participants of A. Schulman and ICO in the solicitation of proxies in respect of the proposed Merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits.

Exhibit Number	Description
99.1	Presentation at the Company’s Annual Meeting on December 10, 2009.
99.2	Press Release, dated December 10, 2009.

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.

		A. Schulman, Inc.
By:	/s/ David C. Minc
	David C. Minc
	Vice President, General Counsel and Secretary

Date: December 10, 2009

EX-99.1

Exhibit 99.1

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Safe Harbor Certain statements in this presentation may constitute forward-looking statements within the meaning of the Federal securities laws. These statements can be identified by the fact that they do not relate strictly to historic or current facts. They use such words as "anticipate", "estimate", "expect", "project", "intend", "plan", "believe", and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. These forward-looking statements are based on currently available information, but are subject to a variety of uncertainties, unknown risks and other factors concerning the Company's operations and business environment, which are difficult to predict and are beyond the control of the Company. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements, and that could adversely affect the Company's future financial performance, include, but are not limited to, the following: Worldwide and regional economic, business and political conditions, including continuing economic uncertainties in some or all of the Company's major product markets; Fluctuations in the value of currencies in major areas where the Company operates, including the U.S. dollar, euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan and Indonesian rupiah; Fluctuations in the prices of sources of energy or plastic resins and other raw materials; Changes in customer demand and requirements; Escalation in the cost of providing employee health care; The outcome of any legal claims known or unknown; The performance of the North American auto market and broader economy; and The North American recessionary economy. The risks and uncertainties identified above are not the only risks the Company faces. Additional risks and uncertainties not presently known to the Company or that it believes to be immaterial also may adversely affect the Company. Should any known or unknown risks or uncertainties develop into actual events, or underlying assumptions prove inaccurate, these developments could have material adverse effects on the Company's business, financial condition and results of operations. This presentation contains time-sensitive information that reflects management's best analysis only as of the date of this presentation. A. Schulman does not undertake an obligation to publicly update or revise any forward-looking statements to reflect new events, information or circumstances, or otherwise. Further information concerning issues that could materially affect financial performance related to forward-looking statements can be found in A. Schulman's periodic filings with the Securities and Exchange Commission.

Use of Non-GAAP Financial Measures This presentation includes the use of both GAAP (generally accepted accounting principles) and non-GAAP financial measures. The non-GAAP financial measures include: gross margin excluding unusual items, operating margin excluding unusual items, net income excluding unusual items, and net margin excluding unusual items. The Company's chief operating decision makers use these financial measures to monitor and evaluate the ongoing performance of the Company and each business unit and to allocate resources. In addition, net income excluding unusual items is a component of A. Schulman's annual employee incentive plans. A reconciliation of non-GAAP financial measures with GAAP financial measures is attached to this presentation at the end.

Cautionary Statement A number of the matters discussed in this document that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of A. Schulman and ICO, combined operating and financial data, the combined company's plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in A. Schulman's and ICO's respective reports filed with the SEC, including A. Schulman's annual report on Form 10-K for the year ended August 31, 2009 and ICO's annual report on Form 10-K for the year ended September 30, 2008 and quarterly report on Form 10-Q for the quarter ended June 30, 2009, in each case, as such reports may have been amended. This document speaks only as of its date, and Schulman and ICO each disclaims any duty to update the information herein. Additional Information In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. ICO STOCKHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to stockholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov, from A. Schulman at its website, www.aschulman.com, or 3550 West Market Street, Akron, Ohio 44333, Attention: Corporate Secretary, or from ICO at its website, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, Attention: Corporate Secretary. Participants In Solicitation A. Schulman and ICO and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning A. Schulman's participants is set forth in the proxy statement, dated November 6, 2009, for A. Schulman's 2009 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A. Information concerning ICO's participants is set forth in the proxy statement, dated January 23, 2009, for ICO's 2009 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A and ICO's current reports on Form 8-K, as filed with the SEC on December 11, 2008, January 22, 2009, May 12, 2009 and August 6, 2009. Additional information regarding the interests of participants of A. Schulman and ICO in the solicitation of proxies in respect of the proposed merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Our Combined Global Footprint

Financials December 10, 2009 Annual Meeting

Financial Highlights FY 2009 and FY 2008 Excluding unusual items*, net income for FY 2009 was: $16.4 million or $0.64 per diluted share vs $37.1 million or $1.36 per diluted share in FY 2008 Reported net loss for the FY 2009 was: $2.8 million or $0.11 per diluted share vs. net income of $18.0 million or $0.66 per diluted share for the FY 2008 Cash increased to $229 million at 8/31/09; net cash position of $124 million; approximately $300 million of untapped credit lines Days of working capital decreased to 60 at 8/31/09 from 73 at 8/31/08 and 89 at 5/31/08 Renewed financial strength allows ASI to invest for profitable growth * Please see the end of this presentation for the reconciliations of GAAP versus non-GAAP financial measures.

Volume Declines Not Completely Offset By Cost Reductions And Other Favorability Note : Excludes unusual items; numbers include rounding

Balance Sheet and Liquidity Strength FY3Q08 FY4Q08 FY1Q09 FY2Q09 FY3Q09 FY4Q09 (in millions) (in millions) (in millions) (in millions) (in millions) (in millions) Cash $84 $98 $116 $141 $203 $229 Total Debt $168 $114 $109 $96 $104 $105 Net Debt ($84) ($16) $7 $45 $99 $124 Available Liquidity * $204 $310 $302 $304 $358 $383 ASI's net cash position provided it with the ability to ride out the economic storm far longer than many of its competitors. (Additional information can be accessed through the Company's 10K filings) * Subject to credit covenants

2010 Q1 and ICO Acquisition FY10 Q1 Shaping up to be a very strong quarter with operating earnings in excess of our FY09 and FY08's levels Balance sheet has remained strong North America should break even in FY10 Q1 ICO Acquisition Very strong and compelling strategic fit Synergies of $15 million Balance sheet post transaction to remain strong with cash in excess of $100 million with virtually all credit lines available Note: 2010 estimates exclude acquisition and any non-operating costs. Invision losses are included for 2008 and 2009

Appendix

Non-GAAP to GAAP Reconciliation FY 2009 and FY 2008

EX-99.2

Exhibit 99.2

A. SCHULMAN ANNUAL MEETING OF STOCKHOLDERS HIGHLIGHTS FISCAL
2009 PROGRESS AND IMPORTANT STEPS IN FISCAL 2010
•       Stockholders approve election of Board of Directors
•       Company expects strong fiscal 2010 first-quarter operating performance
•       CEO shares highlights of proposed acquisition of ICO, Inc.

AKRON, Ohio — December 10, 2009 — A. Schulman, Inc. (Nasdaq-GS: SHLM) today held its 2009 Annual Meeting of Stockholders, where Joseph M. Gingo, Chairman, President and Chief Executive Officer, and Chief Financial Officer Paul DeSantis reviewed the Company’s transformation over the past two years, its financial and operating performance in fiscal 2009, its outlook for the first quarter of fiscal 2010, and the recently announced proposed acquisition of ICO, Inc., an important step in the continued strategic growth of A. Schulman.

Gingo, who assumed leadership of A. Schulman in January 2008, noted that the Company has made a great deal of progress with its aggressive actions to strengthen the business globally, and particularly in the United States. The management team embarked on an action plan to reduce costs, realign capacity to focus on higher-margin products, reduce working capital, improve operating processes and recharge its new product engine. However, in fiscal 2009, the worldwide recession and its impact on global demand prevented that progress from being reflected in sales and income results.

“With all the changes we made, we would have at least broken even in the United States if fiscal 2009 had been a normal year,” Gingo said in his remarks to shareholders regarding 2009 performance. “So, we know our work is not finished. We will remain focused on serving profitable markets and improving our product mix. We will continue to make the necessary changes, not only to weather the current storm, but also to improve our position for future growth.”

DeSantis noted, “Based on preliminary projections, the Company expects its fiscal 2010 first quarter ended November 30, 2009, to be a strong quarter with North America breaking even and global operating earnings in excess of fiscal 2009 and 2008 levels, excluding any acquisition-related costs and including discontinued operations.”

Additionally, on December 2, 2009, the Company announced it has signed a definitive agreement to acquire all of the outstanding shares of Houston-based ICO, Inc. (Nasdaq: ICOC), pending approval of the transaction by ICO shareholders and receipt of customary regulatory approvals. ICO is a global manufacturer of specialty resins and concentrates, and provides specialty polymer services. ICO reported annual revenues of $300 million for the year ended September 30, 2009.

“We are extremely excited by this proposed transaction,” Gingo said. “The acquisition of ICO presents us with an opportunity to expand our presence substantially, especially in global

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rotomolding and in our U.S. masterbatch business. As we have communicated to our shareholders in the past, A. Schulman’s long-term strategic objectives are to strengthen our position in masterbatch, engineered plastics and rotomolding, and move into new markets or applications.

“We will actively pursue growth through the continued refinement of our product mix, further development of our well-trained sales force, and the introduction of new products,” said Gingo. “We will also continue to aggressively seek acquisitions that are a good strategic fit and we are fortunate to be in the position to do so.”

Also at today’s meeting, stockholders approved proposals to:

• Elect current directors David G. Birney, Howard R. Curd, Michael A. McManus, Jr., Ernest J. Novak, Jr, Dr. Irvin D. Reid and John B. Yasinsky to one-year terms expiring at the 2010 Annual Meeting;

• Ratify the selection of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for fiscal 2010; and

• Adopt and approve A. Schulman’s 2009 employee stock purchase plan.

About A. Schulman, Inc.

Headquartered in Akron, Ohio, A. Schulman is a leading international supplier of high-performance plastic compounds and resins. These materials are used in a variety of consumer, industrial, automotive and packaging applications. The Company employs about 2,000 people and has 16 manufacturing facilities in North America, Europe and Asia. Revenues for the fiscal year ended August 31, 2009, were $1.3 billion. Additional information about A. Schulman can be found at www.aschulman.com.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

A number of the matters discussed in this release that are not historical or current facts deal with potential future circumstances and developments, in particular, information regarding expected synergies resulting from the merger of Schulman and ICO, combined operating and financial data, the combined company’s plans, objectives, expectations and intentions and whether and when the transactions contemplated by the merger agreement will be consummated. The discussion of such matters is qualified by the inherent risks and uncertainties surrounding future expectations generally, and also may materially differ from actual future experience involving any one or more of such matters. Such risks and uncertainties include: the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; restrictions imposed by outstanding indebtedness; fluctuations in the prices of sources of energy or resins and other raw materials; worldwide and regional economic, business, and political conditions, including continuing economic uncertainties in some or all major product markets; changes in customer demand and requirements; business cycles and other industry conditions; the timing of new services or facilities; ability to compete; effects of compliance with laws; fluctuations in the value of currencies in major areas where operations are located, including the U.S. dollar, Euro, U.K. pound sterling, Canadian dollar, Mexican peso, Chinese yuan, and Indonesian rupiah; matters relating to operating facilities; effect and costs of claims (known or unknown) relating to litigation and environmental remediation; ability to manage global inventory; ability to develop technology and proprietary know-how; ability to attract and retain key personnel; escalation in the cost of providing employee health care; performance of the global automotive market; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the failure to obtain governmental approvals of the transaction on the

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proposed terms and schedule, and any conditions imposed on the combined company in connection with consummation of the merger; the failure to obtain approval of the merger by the stockholders of ICO and the failure to satisfy various other conditions to the closing of the merger contemplated by the merger agreement; and the risks that are described from time to time in Schulman’s and ICO’s respective reports filed with the SEC, including Schulman’s annual report on Form 10-K for the year ended August 31, 2009 and ICO’s annual report on Form 10-K for the year ended September 30, 2008 and quarterly report on Form 10-Q for the quarter ended June 30, 2009, in each case, as such reports may have been amended. This release speaks only as of its date, and Schulman and ICO each disclaims any duty to update the information herein.

Additional Information and Where to Find It

In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. ICO SHAREHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY 4 STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to shareholders of ICO. Investors and security holders will be able to obtain the documents free of charge at the SEC’s web site, www.sec.gov, from A. Schulman, Inc. at its web site, www.aschulman.com, or from ICO, Inc. at its web site, www.icopolymers.com, or 1811 Bering Drive, Suite 200, Houston, Texas, 77057, attention: Corporate Secretary.

Participants In Solicitation

Schulman and ICO and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information concerning Schulman’s participants is set forth in the proxy statement, dated November 6, 2009, for Schulman’s 2009 annual meeting of stockholders as filed with the SEC on Schedule 14A. Information concerning ICO’s participants is set forth in the proxy statement, dated January 23, 2009, for ICO’s 2009 annual meeting of shareholders as filed with the SEC on Schedule 14A. Additional information regarding the interests of participants of Schulman and ICO in the solicitation of proxies in respect of the proposed merger will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

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