RPM International (RPM) to File 10-K Late

RPM International (NYSE: RPM) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the period ended May 31, 2014.

The Audit Committee of the Company’s Board of Directors (the “Audit Committee”), with the assistance of independent advisors, is conducting an investigation of matters relating to the timing of our disclosure and accrual of loss reserves with respect to our settlement of the previously disclosed General Services Administration (“GSA”) and Department of Justice investigation into compliance issues relating to our Tremco Roofing Division’s GSA contracts. The issues being reviewed by the Audit Committee are also the subject of a formal investigation by the Securities and Exchange Commission (the “SEC”). The Company is cooperating with the SEC in its ongoing investigation.

We believe that the potential financial statement impact of this issue is confined to whether some or all of the reserve accrued in connection with our submission of a settlement proposal during the third quarter of fiscal 2013 should have been recorded during prior quarterly periods of fiscal 2013. As a result, the resolution of this matter is not expected to impact reported annual results for the full fiscal 2012, fiscal 2013 or fiscal 2014 years. The results of the investigation may affect management’s assessment of the Company’s disclosure controls and procedures and internal control over financial reporting.

As a result of the potential impact of the pendency of the Audit Committee’s investigation on unaudited comparative quarterly information contained in the Company’s financial statements and the other required disclosures described below, the Company is unable, without unreasonable effort or expense, to timely file its Form 10-K.

The Company is including with this Notification of Late Filing on Form 12b-25 the information that would be included in the Form 10-K, except for information required by Item 8 of Form 10-K, Financial Statements and Supplementary Data; the information required by Item 9A of Form 10-K, Controls and Procedures; and the consents of the Company’s independent auditors and certifications of the Company’s Chief Executive Officer and Chief Financial Officer required to be filed as exhibits 23, 31, and 32, respectively, by Item 15 of Form 10-K, Exhibits and Financial Statement Schedules, and certain other exhibits.

You May Also Be Interested In

• Progress Software Corporation (PRGS) Issues Statement on a Possible Offer for MariaDB
• Bio-Path Holdings (BPTH) Announces 375K Share Offering at $3.225/sh
• TG Therapeutics (TGTX) Announces Additional Data Presentations for BRIUMVI in Multiple Sclerosis