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): October 31, 2019
THE MOSAIC COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-32327 | 20-1026454 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
101 East Kennedy Blvd. | 33602 | |
Suite 2500 | ||
Tampa, | Florida | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 918-8270
Not applicable
(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):
☐ | 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)) | ||
Securities registered pursuant to Section 12(b) of the Act | |||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
Common Stock, par value $0.01 per share | MOS | New York Stock Exchange | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||
☐ | 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 2.02. | Results of Operations and Financial Condition. |
On November 4, 2019, The Mosaic Company furnished a Current Report on Form 8-K (the "Original Form 8-K") that included and incorporated by reference into such current report, as Exhibit 99.1, a press release dated November 4, 2019 (the "Press Release"), announcing the Company's financial results for the quarter ended September 30, 2019. This Current Report on Form 8-K/A amends the Original Form 8-K solely for the purpose of correcting page 5 of the Press Release to replace, in its entirety, the Sales Volumes and Adjusted Gross Margin table in the Financial Guidance section of the Press Release, with the table shown below:
"For the fourth quarter of 2019, Mosaic expects:
Sales Volumes millions of tonnes* | Adjusted Gross Margin(1) | |
Potash | 1.7 - 1.9 | $60 - $70 per tonne |
Phosphates | 2.1 - 2.3 | $(10) - $0 per tonne |
Mosaic Fertilizantes | 2.2 - 2.4 | $40 - $50 per tonne |
Corporate and Other | $10 - $20 million |
*Tonnes = finished product tonnes
(1) See “Non-GAAP Financial Measures” for additional information and reconciliation."
Furnished herewith as Exhibit 99.1 and incorporated by reference herein is a copy of the Press Release, as corrected. Other than correction of the error discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the exhibits furnished therewith.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Reference is made to the Exhibit Index hereto with respect to the exhibit furnished herewith. The following exhibit is being “furnished” in accordance with General Instruction B.2. of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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.
THE MOSAIC COMPANY | |||||||
Date: November 6, 2019 | By: | /s/ Mark J. Isaacson | |||||
Name: | Mark J. Isaacson | ||||||
Title: | Senior Vice President, General Counsel | ||||||
and Corporate Secretary |