8-K

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) February 11, 2019

__________________________________________________________________________

FMC CORPORATION

(Exact name of registrant as specified in its charter)

__________________________________________________________________________

Delaware	1-2376	94-0479804
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2929 Walnut Street Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 215-299-6000

__________________________________________________________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in 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	o
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.
		o

Check the appropriate box below if the Form 8-K 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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

On February 11, 2019, FMC Corporation (“FMC”) sent a notice (the “Blackout Notice”) to its directors and “officers” (as defined pursuant to Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) regarding a blackout period (the “Blackout Period”) that will be imposed on the FMC Corporation Savings and Investment Plan, the FMC Corporation Non-Qualified Savings and Investment Plan and the Livent Corporation Non-Qualified Savings and Investment Plan (collectively, the “Plans”) for Plan participants with an investment in the FMC common stock fund under the Plans (the “FMC Stock Fund”).

The Blackout Period will be implemented in connection with the anticipated pro rata spin-off distribution (the “Distribution”) by FMC of its remaining ownership of shares of Livent Corporation common stock to FMC shareholders of record as of the record date for the Distribution, including Plan participants who hold shares of FMC common stock as a result of their investment in the FMC Stock Fund.

The Blackout Period will be necessary in order to process transactions relating to the Distribution under the Plans, including the need to modify the FMC Corporation Qualified Savings and Investment Plan and the Livent Corporation Non-Qualified Savings Plan to create an investment fund to hold the shares of Livent Corporation common stock received by Plan participants invested in the FMC Stock Fund in connection with the Distribution. As a result, during the Blackout Period, Plan participants invested in the FMC Stock Fund will be restricted from all transactions involving the FMC Stock Fund, including exchanges or rebalancings into and out of the FMC Stock Fund, and will not have the ability to take loans, withdrawals or distributions from any portion of their Plan accounts, including the portion invested in the FMC Stock Fund.

The Blackout Period is expected to begin at the close of regular trading on the New York Stock Exchange (typically 4:00 PM EST) on February 21, 2019 and end during the calendar week of March 3, 2019.

The Blackout Notice informed FMC’s directors and officers that, during the Blackout Period, subject to certain limited exemptions, they will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any FMC common stock or derivative securities with respect to shares of FMC common stock acquired in connection with their service or employment as a director or officer of FMC. The Blackout Notice also informed FMC’s directors and officers that the Blackout Period restrictions are separate from, and in addition to, any other restrictions on trading FMC equity securities currently applicable to them.

It is possible that the necessary actions and modifications applicable each Plan in connection with the Distribution may be completed in three consecutive business days or less. FMC’s directors and officers will be notified as soon as reasonably practicable if the Blackout Period restrictions described in the Blackout Notice are not applicable to either of the Plans.

Any inquiries during the Blackout Period may be directed to:

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

Attention: Andrea E. Utecht, Executive Vice President, General Counsel and Secretary

Telephone Number: (215) 299-6000

For a period of two years after the ending date of the Blackout Period, FMC shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting:

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

Attention: Jessica A. Morton, Assistant General Counsel

Telephone Number: (215) 299-6000

A copy of the Blackout Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Further advance notice of the blackout period to our directors and officers was not possible due to events and circumstances that were beyond the Company’s reasonable control.

ITEM 8.01. OTHER EVENTS

On February 11, 2019, FMC issued a press release announcing the spin-off date of Livent Corporation as March 1, 2019. FMC has determined the record date for the distribution will be February 25, 2019.

Attached as Exhibit 99.2 to this Current Report on Form 8-K, and incorporated herein by this reference, is a copy of FMC's press release dated February 11, 2019, announcing the spin-off date and record date.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit

NumberDescription

99.1 Notice to Directors and Section 16 Executive Officers of FMC Corporation, dated February 11, 2019

99.2         Press Release

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 thereunto duly authorized.

FMC CORPORATION (Registrant)
By:	/s/ ANDREA E. UTECHT
	Andrea E. Utecht Executive Vice President, General Counsel and Secretary

Date: February 11, 2019

EX-99.1

Exhibit 99.1

To: Members of the Board of Directors and Executive Officers of FMC Corporation

Date: February 11, 2019

Re: Notice of Blackout Period to Directors and Section 16 Executive Officers

Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are required to notify our directors and executive officers (as defined for purposes of Section 16 of the Exchange Act) if restrictions are imposed on their trading in equity securities of FMC Corporation (“FMC”) due to the implementation of a “blackout” period (“Blackout Period”) under the FMC Corporation Qualified Savings and Investment Plan, the FMC Corporation Nonqualified Savings and Investment Plan or the Livent Corporation Non-Qualified Savings and Investment Plan (collectively, the “Plans”).

The Blackout Period will be implemented in connection with the anticipated pro rata spin-off distribution (the “Distribution”) by FMC of its remaining ownership of shares of Livent Corporation Common Stock on March 1, 2019 to FMC shareholders of record as of 5:00 PM EST, New York City time on February 25, 2019, including Plan participants who hold shares of FMC Common Stock as a result of their investment in the FMC Common Stock investment option under the Plans (the “FMC Stock Fund”).

The Blackout Period will be necessary in order to process transactions relating to the Distribution under the Plans, including the need to modify the FMC Corporation Qualified Savings and Investment Plan and the Livent Corporation Non-Qualified Savings and Investment Plan to create an investment fund to hold the shares of Livent Common Stock received by Plan participants invested in the FMC Stock Fund in connection with the Distribution (the “Livent Stock Fund”). As a result, during the Blackout Period, Plan participants invested in the FMC Stock Fund will be restricted from all transactions involving the FMC Stock Fund, including exchanges or rebalancings into and out of the FMC Stock Fund, and will not have the ability to take loans, withdrawals or distributions from any portion of their Plan accounts, including the portion invested in the FMC Stock Fund.

The Blackout Period is expected to begin at the close of regular trading on the New York Stock Exchange (typically 4:00 PM EST) on February 21, 2019 and end during the calendar week of March 3, 2019.

Applicable securities laws require that during the Blackout Period, FMC’s directors and executive officers must also be prohibited from transacting in FMC stock and stock awards that were acquired by the directors and executive officers as compensation for their services to FMC. Accordingly, this notice is intended to inform you that, during the Blackout Period, you may not, directly or indirectly, purchase, sell or otherwise acquire or transfer any FMC common stock (or related securities, including derivative securities) that you acquired in connection with your service or employment as a director or executive officer of FMC. These prohibitions apply to you and to members of your immediate family who share your household, as well as by trusts, corporations and other entities whose equity ownership may be attributed to you. There is a rebuttable presumption that any FMC equity securities that you purchase, sell or otherwise transfer during the Blackout Period were acquired in connection with your service or employment as a director or executive officer of the Company. Please note that these restrictions do not apply to certain limited trading activities, which include (i) dividend reinvestments pursuant to a broad-based plan, (ii) transactions pursuant to a 10b5-1 plan that is not entered into or modified during the Blackout Period and (iii) certain bona fide gifts.

These Blackout Period restrictions are separate from, and in addition to, any other restrictions on trading FMC equity securities currently applicable to FMC’s directors and executive officers.

If you engage in a transaction that violates the restrictions described above, you may be required to forfeit any profits realized from such transaction, and may be subject to civil and criminal penalties. Accordingly, we strongly urge you to refrain from making any trades in FMC common stock (or related securities) during the Blackout Period.

Further advance notice to you of the Blackout Period was not possible due to events and circumstances that were beyond FMC’s reasonable control.

This notice will be filed with the Securities and Exchange Commission as part of a current report on Form 8-K.

Any inquiries during the Blackout Period may be directed to:

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

Attention: Andrea E. Utecht, Executive Vice President, General Counsel and Secretary

Telephone Number: (215) 299-6000

For a period of two years after the ending date of the Blackout Period, FMC security holders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting:

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

Attention: Jessica A. Morton, Assistant General Counsel

Telephone Number: (215) 299-6000

Please do not hesitate to contact me with any questions you may have.

Thank you,

/s/ Andrea E. Utecht

EX-99.2

Exhibit 99.2

		FMC Corporation
		2929 Walnut Street
		Philadelphia, PA 19104
		USA
News Release		215.299.6000
		fmc.com
For Release: Immediate
	Media Contact: Emily Parenteau +1.215.299.6288
	emily.parenteau@fmc.com
	Investor Contact: Michael Wherley +1.215.299.6543
	michael.wherley@fmc.com

FMC Corporation Announces Details of Final Separation of Livent Corporation

PHILADELPHIA, February 11, 2019 -- FMC Corporation (NYSE: FMC) announced today that its Board of Directors has approved the distribution of all of its remaining interest in Livent Corporation (“Livent”) (NYSE: LTHM) to FMC stockholders, payable on March 1, 2019, to shareholders of record as of 5:00 p.m. EST on February 25, 2019.

Subject to the conditions described below, the FMC Board of Directors has authorized the distribution to FMC stockholders of an aggregate of 123,000,000 shares of Livent common stock on March 1, 2019, the distribution date, as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019. Based on the number of shares of FMC common stock outstanding as of December 31, 2018, FMC estimates that each share of FMC common stock will receive approximately 0.9304664 shares of Livent common stock in the distribution. The actual distribution ratio for the Livent common stock to be distributed per share of FMC common stock will be determined based on the number of shares of FMC common stock outstanding on the record date.

The Distribution is subject to certain customary conditions, including receipt of a customary tax opinion and confirmation of sufficient capital adequacy and surplus to make the distribution. FMC expects all of these conditions to be satisfied on the distribution date.

Fractional shares of Livent common stock will not be distributed to FMC stockholders. Instead, the fractional shares of Livent common stock will be aggregated and sold on behalf of the applicable shareholders in the open market, with the net proceeds distributed pro rata in the form of cash payments to FMC stockholders who would otherwise receive Livent fractional shares. The spin-off has been structured to qualify as a tax-free distribution to FMC stockholders for U.S. federal income tax purposes. Cash received in lieu of fractional shares will, however, be taxable. FMC stockholders should consult their tax advisors with respect to U.S. federal, state, local and foreign tax consequences of the distribution.

Page 2/FMC Corporation Announces Details of Final Livent Separation

Beginning on February 24, 2019, and continuing through the close of trading on the New York Stock Exchange (the “NYSE”) on March 1, 2019, the distribution date, the following markets will exist in FMC and Livent common stock (each of which will be traded on the NYSE):

FMC common stock “regular way” market (NYSE: FMC): Shares of FMC common stock that trade in the regular way market will trade with “due bills,” which are entitlements to shares of Livent common stock to be distributed pursuant to the distribution. Any holders of shares of FMC common stock who sell FMC shares the “regular way” between the record date and the distribution date will also be selling their right to receive Livent shares.

FMC common stock “ex-distribution/when issued” market (NYSE: FMC WI): Shares of FMC common stock that trade in the ex-distribution/when-issued market will trade without an entitlement to shares of Livent common stock to be distributed pursuant to the distribution. If you own shares of FMC common stock on the record date and sell those shares of FMC common stock in the ex-distribution/when-issued market prior to or on the distribution date, you will still receive the shares of Livent common stock that were to be distributed to you in respect of those shares of FMC common stock.

Livent common stock “regular way” market (NYSE: LTHM): The regular way market is the same market for Livent common stock that has been in existence since Livent completed its initial public offering of its common stock in October 2018.

Livent common stock “when-issued” market (NYSE: LTHM WI): The when-issued market for Livent common stock relates to the shares of Livent common stock that will be distributed to FMC stockholders on the distribution date. Therefore, if you are entitled to receive shares of Livent common stock in the distribution, you may trade your entitlement to the shares of Livent common stock, without the shares of FMC common stock you own, in the Livent common stock when-issued market.

All trades in the “regular way” markets will settle on the third trading day after the trade date. The due bills will settle on the third trading day after the distribution date. All trades in the “ex-distribution/when-issued” market and “when-issued” market will settle on the fourth trading day after the distribution date, irrespective of the trade date.

Livent common stock currently trades on the NYSE under the symbol “LTHM.”

The distribution of shares of Livent common stock will be made in book entry form, and no physical share certificates of Livent will be issued. An information statement describing the distribution will be mailed to FMC stockholders following the record date. FMC stockholders will not be required to pay cash or other consideration for the shares of Livent common stock to be distributed to them or to surrender or exchange

Page 3/FMC Corporation Announces Details of Final Livent Separation

their shares of FMC common stock to receive the distribution.

BofA Merrill Lynch and Goldman Sachs & Co. LLC are acting as financial advisors and Davis Polk & Wardwell LLP is acting as lead counsel to FMC Corporation in connection with the spin-off of Livent Corporation.

About FMC

FMC Corporation provides solutions to growers around the world with a portfolio of proprietary crop protection products and a robust pipeline fueled by innovative discovery and development capabilities in crop protection, plant health and professional pest and turf maintenance solutions. In October 2018, FMC conducted an initial public offering of its Lithium business. The new company, Livent Corporation, is approximately 84 percent owned by FMC and is expected to be spun off on March 1, 2019. FMC employs approximately 7,300 employees (including through Livent) around the globe. To learn more, please visit www.fmc.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in FMC Corporation's 2017 Form 10-K and other SEC filings. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. FMC Corporation does not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance.

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