Dynacast International Inc. Form 10-K Annual Report Filed 2013-03-15

SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2013-03-15 | Period of Report: 2012-12-31 SEC Accession No. 0001193125-13-110261 (HTML Version on secdatabase.com) FILER Dynacast International Inc. Mailing Address Business Address 14045 BALLANTYNE 14045 BALLANTYNE CIK:1540563| IRS No.: 900728033 | State of Incorp.:DE | Fiscal Year End: 1231 CORPORATE PLACE, SUITE CORPORATE PLACE, SUITE Type: 10-K | Act: 34 | File No.: 333-179497-05 | Film No.: 13695104 CHARLOTTE NC 28277 CHARLOTTE NC 28277 SIC: 3360 Nonferrous foundries (castings) 704.927.2790 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934 For the transition period from to Commission File Number 333-179497 DYNACAST INTERNATIONAL INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 90-0728033 (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 14045 Ballantyne Corporate Place, Suite 300, Charlotte, North Carolina 38377 (Address of Principal Executive Offices) (Zip Code) Registrants telephone number, including area code: (704) 927-2790 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or in any amendment to this Form 10-K. x Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-Accelerated filer x (Do not check if smaller reporting company) Smaller reporting company ¨ Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x There is no public market for the registrants common stock, par value $0.001 per share (Common Stock). As of the close of business on March 14, 2013, there were 171,500 shares of Common Stock outstanding. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page EXPLANATORY NOTE CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1 PART I 1 Item 1. Business 2 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 20 Item 2. Properties 20 Item 3. Legal Proceedings 21 Item 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. Selected Financial Data 22 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 48 Item 8. Financial Statements and Supplementary Data 49 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 103 Item 9A. Controls and Procedures 103 Item 9B. Other Information 104 PART III Item 10. Directors, Executive Officers and Corporate Governance 104 Item 11. Executive Compensation 108 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 116 Item 13. Certain Relationships and Related Transactions and Director Independence 118 Item 14. Principal Accounting Fees and Services 121 PART IV Item 15. Exhibits and Financial Statement Schedules 122 SIGNATURES 125 i Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents EXPLANATORY NOTE Dynacast International Inc. qualifies as an emerging growth company pursuant to the provisions of the Jumpstart Our Business Startups Act (the JOBS Act), enacted on April 5, 2012. For as long as Dynacast International Inc. remains an emerging growth company as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other reporting companies that are not emerging growth companies, including reduced disclosure obligations regarding executive compensation in this Annual Report on Form 10-K (Form 10-K). Therefore, this Form 10-K does not include certain information regarding executive compensation that may be found in the annual reports of other reporting companies. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Form 10-K filed by Dynacast International Inc. with the Securities and Exchange Commission (SEC) contains statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and are subject to the safe harbor provisions created by statute. Such statements include, in particular, statements about our plans, intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, earnings outlook, prospects, growth, strategies and the industry in which we operate in this Form 10-K under Business in Part I, Item 1 and Managements Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. These forward-looking statements can generally be identified by the use of forward-looking terminology, such as contemplate, believe, estimate, anticipate, continue, expect, intend, predict, project, potential, possible, may, plan, should, would, goal, target or other similar expressions or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Our ability to predict the results or actual effects of our plans and strategies are subject to inherent uncertainty. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include, among others, the following: competitive risks from other zinc or aluminum die cast producers or self-manufacture by customers; relationships with, and financial or operating conditions of, our key customers, suppliers and other stakeholders; loss of, or an inability to attract, key management; fluctuations in the supply of, and prices for and raw materials in the areas in which we maintain production facilities; union disputes, labor unrest or other employee relations issues; availability of production capacity; environmental, health and safety costs; impact of future mergers, acquisitions, joint ventures or teaming agreements; our substantial level of indebtedness and ability to generate cash; changes in the availability and cost of capital; restrictions in our debt agreements; fluctuations in the relative value of the U.S. dollar and the currencies of the countries and regions in which we operate and the effectiveness of our currency hedging activities; ability to repatriate cash held by our foreign subsidiaries; changes in political, economic, regulatory and business conditions, including changes in taxes, tax rates, duties or tariffs; Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents acts of war or terrorist activities;

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