UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 5, 2006

 

Huntsman Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32427

 

42-1648585

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

500 Huntsman Way
Salt Lake City, Utah

 

84108

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (801) 584-5700

 

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 obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o       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 8.01.              Other Events.

 

On July 6, 2005, we sold our toluene di-isocyanate (“TDI”) business to BASF. The sale involved the transfer of our TDI customer list and sales contracts. We further agreed to discontinue the use of our remaining TDI assets, including our Geismar, Louisiana TDI manufacturing equipment. Accordingly, we have reclassified our TDI business as a discontinued operation in our consolidated financial statements and notes as required by Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This report contains a revised presentation of the consolidated financial statements and notes that were originally included in our annual report on Form 10-K for the year ended December 31, 2004, which reflects the reclassification of our TDI business to discontinued operations. We are filing these revised consolidated financial statements and notes at this time so that they will be incorporated by reference into a registration statement on Form S-8 that we intend to file on February 10, 2006. The revised consolidated financial statements and notes are attached hereto as Exhibit 99.1 and are incorporated herein by reference. The impact of this reclassification on our consolidated statements of operations was not material and is quantified in Note 27 to our consolidated financial statements, which is contained in Exhibit 99.1.

 

On February 5, 2006, we issued the press release attached hereto as Exhibit 99.2, which is incorporated herein by reference.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit 99.1            Consolidated financial statements and notes of Huntsman Corporation

 

Exhibit 99.2            Press release dated February 5, 2006.

 

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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.

 

 

HUNTSMAN CORPORATION

 

 

 

 

 

/s/ John R. Heskett

 

 

John R. Heskett

 

Vice President, Corporate Development
and Investor Relations

 

 

 

 

Dated: February 10, 2006

 

 

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INDEX TO EXHIBITS

 

Exhibit Number

 

Description

 

 

 

99.1

 

Consolidated financial statements and notes of Huntsman Corporation

 

 

 

99.2

 

Press release dated February 5, 2006

 

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