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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PPG Industries Inc | NYSE:PPG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.95 | 0.70% | 135.99 | 136 | 14:30:10 |
Pennsylvania
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25-0730780
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One PPG Place, Pittsburgh, Pennsylvania
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15272
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Title of each class of securities to be registered
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Amount to be registered
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Proposed maximum offering price per share
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Proposed maximum aggregate offering price
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Amount of registration fee
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Common Stock,
par value $1.66 2/3 per share
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300,000
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$105.24
(1)
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$31,572,000
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$3,659.19
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(a)
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the Registrant’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2016 (File No. 1-1687);
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(b)
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the Registrant’s Quarterly Report on Form 10-Q filed with the Commission for the fiscal quarter ended March 31, 2017;
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(c)
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the Registrant’s Current Reports on Form 8-K filed with the SEC on January 20, 2017, March 9, 2017, March 23, 2017, April 5, 2017 and April 24, 2017; and
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(d)
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the description of the Registrant’s Common Stock contained in its Registration Statement on Form 10 filed with the SEC on June 29, 1935, including all amendments and reports updating such description.
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Exhibit No.
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Description
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4.1
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Restated Articles of Incorporation of PPG Industries, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2014).
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4.2
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Articles of Amendment to the Restated Articles of Incorporation of PPG Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 18, 2015).
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4.3
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Amended and Restated Bylaws of PPG Industries, Inc., as amended on December 10, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2015).
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4.4
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PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
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5.1
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Opinion of Glenn E. Bost II, Senior Vice President and General Counsel of the Registrant, regarding the legality of the securities being registered hereunder.
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23.1
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Consent of Glenn E. Bost II, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement.
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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PPG INDUSTRIES, INC.
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(Registrant)
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By:
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/s/ Michael H. McGarry
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Michael H. McGarry
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Chairman and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Michael H. McGarry
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Chairman and Chief Executive Officer
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April 25, 2017
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Michael H. McGarry
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(Principal Executive Officer) and a Director
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/s/ Vincent J. Morales
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Senior Vice President and Chief Financial Officer
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April 25, 2017
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Vincent J. Morales
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(Principal Financial and Accounting Officer)
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/s/ Mark C. Kelly
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Vice President and Controller
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April 25, 2017
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Mark C. Kelly
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(Principal Accounting Officer)
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/s/ Stephen F. Angel
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Director
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April 25, 2017
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Stephen F. Angel
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/s/ James G. Berges
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Director
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April 20, 2017
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James G. Berges
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/s/ John V. Faraci
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Director
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April 25, 2017
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John V. Faraci
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/s/ Hugh Grant
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Director
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April 25, 2017
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Hugh Grant
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Signature
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Title
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Date
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/s/ Victoria F. Haynes
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Director
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April 25, 2017
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Victoria F. Haynes
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/s/ Melanie L. Healey
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Director
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April 20, 2017
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Melanie L. Healey
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/s/ Michele J. Hooper
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Director
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April 25, 2017
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Michele J. Hooper
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/s/ Michael W. Lamach
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Director
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April 25, 2017
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Michael W. Lamach
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/s/ Martin H. Richenhagen
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Director
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April 25, 2017
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Martin H. Richenhagen
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Exhibit
Number
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|
Description
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4.1
|
|
Restated Articles of Incorporation of PPG Industries, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2014).
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4.2
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Articles of Amendment to the Restated Articles of Incorporation of PPG Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 18, 2015).
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4.3
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Amended and Restated Bylaws of PPG Industries, Inc., as amended on December 10, 2015 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2015).
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4.4
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PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
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5.1
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Opinion of Glenn E. Bost II, Senior Vice President and General Counsel of the Registrant, regarding the legality of the securities being registered hereunder.
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23.1
|
|
Consent of Glenn E. Bost II, Senior Vice President and General Counsel of the Registrant (included in Exhibit 5.1).
|
23.2
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Consent of PricewaterhouseCoopers LLP.
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