SENSIENT TECHNOLOGIES CORP — Annual Report 2010

Mar 3, 2011

10-K/A 1 c61215ae10vkza.htm FORM 10-K/A e10vkza PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-7626

Sensient Technologies Corporation

WISCONSIN	39-0561070
(State of Incorporation)	(IRS Employer Identification Number)

777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5304 (414) 271-6755 (Address of Principal Executive Offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

	NAME OF EACH EXCHANGE
TITLE OF EACH CLASS	ON WHICH REGISTERED
Common Stock, $0.10 par value	New York Stock Exchange, Inc.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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 such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes þ No o

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 þ No o

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 Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . o

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 þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the voting Common Stock held by non-affiliates of the Registrant as of June 30, 2010, was $1,274,371,545. For purposes of this computation only, the Registrant’s directors and executive officers were considered to be affiliates of the Registrant. Such characterization shall not be construed to be an admission or determination for any other purpose that such persons are affiliates of the Registrant.

There were 49,976,896 shares of Common Stock outstanding as of February 17, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of: (1) the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2010 (see Parts I, II and IV of this Form 10-K ), and (2) the Company’s Notice of Annual Meeting and Proxy Statement of the Company dated March 15, 2011 (see Part III of this Form 10-K).

Folio /Folio

PAGEBREAK

Explanatory Note

We are filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed on February 25, 2011 (the “Original Form 10-K”), to amend and restate Exhibit 13.1 to correct certain clerical errors on page two of that exhibit and to amend and restate Exhibit 21 to correct certain clerical errors in the captions to that exhibit. Exhibits 13.1 and 21, as amended and restated, are being filed with this Amendment. This Amendment also amends and restates Part IV, Item 15 of the Original Form 10-K to include in the exhibits filed with the Original Form 10-K the amended and restated Exhibits 13.1 and 21, and the new certifications of the registrant’s Chief Executive Officer and Chief Financial Officer, with conforming changes, as Exhibits 31 and 32.

Except as stated above, this Amendment No. 1 to the Original Form 10-K does not amend any other information set forth in the Original Form 10-K, and we have not updated disclosures contained therein to reflect any events that may have occurred at a date subsequent to the date of the Original Form 10-K.

Folio /Folio

PAGEBREAK

PART IV

Item 15. Exhibits and Financial Statement Schedules

Documents filed:

| 1 and 2: | Financial Statements and Financial Statement Schedule. See below for
“List of Financial Statements and Financial Statement Schedule.” |
| --- | --- |
| 3: | See Exhibit Index following this report. |

List of Financial Statements and Financial Statement Schedule

	Page Reference in
	2010 Annual Report
	To Shareholders
1. Financial Statements
The following consolidated financial statements of Sensient Technologies
Corporation and subsidiaries are incorporated by reference from the Annual
Report to Shareholders for the year ended December 31, 2010:
Reports of Independent Registered Public Accounting Firm	47-48
Consolidated Balance Sheets — December 31, 2010 and 2009	28
Consolidated Statements of Earnings — Years ended December 31, 2010, 2009
and 2008	27
Consolidated Statements of Shareholders’ Equity — Years ended December 31,
2010, 2009 and 2008	30-31
Consolidated Statements of Cash Flows — Years ended December 31, 2010, 2009
and 2008	29
Notes to Consolidated Financial Statements	32-45

Form 10-K
2. Financial Statement Schedule
Report of Independent Registered Public Accounting Firm	23
Schedule II — Valuation and Qualifying Accounts	24

All other schedules are omitted because they are inapplicable, not required by the instructions or the information is included in the consolidated financial statements or notes thereto.

Folio /Folio

PAGEBREAK

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 3, 2011 SENSIENT TECHNOLOGIES CORPORATION
/s/ John L. Hammond
John L. Hammond
Senior Vice President, General Counsel and Secretary

Folio /Folio

PAGEBREAK

SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2010 ANNUAL REPORT ON FORM 10-K/A

Exhibit		Incorporated by	Filed
Number	Description	Reference From	Herewith
3.1	Amended and Restated Articles of
Incorporation adopted January 21, 1999 as
amended as of April 21, 2005	Exhibit 3.1 to
Quarterly Report on
Form 10-Q for the
quarter ended March
31, 2005
(Commission File
No.1-7626)
3.2	Amended and Restated By-Laws of Sensient
Technologies Corporation as amended as
of December 9, 2010	Exhibit 3.2 to
Current Report on
Form 8-K dated
December 9, 2010
(Commission File
No. 1-7626)
4.4	Note Purchase Agreement dated as of June
27, 2006	Exhibit 10.1 to
Current Report on
Form 8-K dated June
27, 2006
(Commission File
No. 1-7626)
10	Material Contracts
10.1	Management Contracts or Compensatory
Plans
10.1(a)(1)	Amended and Restated Executive
Employment Contract dated August 17,
2007 between Registrant and Kenneth P.
Manning (superseded)	Exhibit 10.1 to
Current Report on
Form 8-K dated
August 17, 2007
(Commission File
No. 1-7626)
10.1(a)(2)	Amended and Restated Executive
Employment Contract dated as of October
27, 2008 between the Company and Kenneth
P. Manning (superseded)	Exhibit 10.2 to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2008
(Commission File
No. 1-7626)
10.1(a)(3)	Amended and Restated Executive
Employment Contract dated as of February
5, 2009 between the Company and Kenneth
P. Manning (superseded)	Exhibit 10.1 to
Current Report on
Form 8-K dated
February 5, 2009
(Commission File
No. 1-7626)
10.1(a)(4)	Amended and Restated Executive
Employment Agreement Contract dated as
of July 22, 2010 between the Company and
Kenneth P. Manning	Exhibit 10.1 to
Current Report on
Form 8-K dated July
22, 2010
(Commission File
No. 1-7626)
10.1(b) (1)	Form of Amended and Restated Change of
Control Employment and Severance
Agreement for Executive Officers
(“Executive Change in Control
Agreement”)	Exhibit 10.1 to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2008
(Commission File
No. 1-7626)
10.1(b)(2)	Form of Amendments to Executive Change
in Control Agreement	Exhibit 10.1 to
Current Report on
Form 8-K dated
March 23, 2010
(Commission File
No. 1-7626)
10.1(c)	Sensient Technologies Corporation 2002 Non-Employee Directors Stock Plan	Appendix C to
Definitive Proxy
Statement filed on
Schedule 14A on
March 15, 2004
(Commission File
No. 1-7626)
10.1(d)	Universal Foods Corporation 1994
Employee Stock Plan, as amended
September 10, 1998	Exhibit 10.2(f) to
Annual Report on
Form 10-K for the
fiscal year ended
September 30, 1998
(Commission File
No. 1-7626)

Folio /Folio

PAGEBREAK

SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2010 ANNUAL REPORT ON FORM 10-K/A

Exhibit		Incorporated by	Filed
Number	Description	Reference From	Herewith
10.1(d)(1)	Amendment of 1994 Employee
Stock Plan dated as of November
6, 2000	Exhibit 10.1(e)(1) to Annual Report on Form
10-K for the fiscal year ended December 31,
2000 (Commission File No. 1-7626)
10.1(e)	Universal Foods Corporation 1998
Stock Option Plan, as amended
September 10, 1998	Exhibit 10.2(h) to Annual Report on Form 10-K
for the fiscal year ended September 30, 1998
(Commission File No. 1-7626)
10.1(e)(1)	Amendment of 1998 Stock Option
Plan dated as of November 6,
2000	Exhibit 10.1(f)(1) to Annual Report on Form
10-K for
the fiscal year ended December 31, 2000
(Commission File No. 1-7626)
10.1(f)	1999 Non-Employee Director Stock
Option Plan	Appendix A to Definitive Proxy Statement filed
on Schedule 14A on December 17, 1999
(Commission File No. 1-7626)
10.1(f)(1)	Amendment of 1999 Non-Employee
Director Stock Option Plan
dated as of November 6, 2000	Exhibit 10.1(g)(1) to Annual Report of Form
10-K for the fiscal year ended December 31,
2000 (Commission File No. 1-7626)
10.1(g)	Sensient Technologies
Corporation 2002 Stock Option
Plan	Appendix B to Definitive Proxy Statement
filed on Schedule 14A on March 22, 2002
10.1(g)(1)	Amendment of No. 1 to the
Sensient Technologies
Corporation 2002 Stock Option
Plan	Exhibit 10.11 to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)
10.1(g)(2)	Form of Restricted Stock
Agreement thereunder	Exhibit 10.1 to Current Report on Form 8-K
dated December 1, 2005 (Commission File No.
1-7626)
10.1(h)	Sensient Technologies
Corporation 2007 Restricted
Stock Plan	Appendix B to the Proxy Statement for the
Annual Meeting of Shareholders of the Company
dated March 15, 2007
10.1(h)(1)	Amendment No. 1 to the Sensient
Technologies Corporation 2007
Restricted Stock Plan	Exhibit 10.12 to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)
10.1(i)	Directors Deferred Compensation
Plan, as amended and restated
effective as of January 1, 2005	Exhibit 10.3 to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)
10.1(i)(1)	Directors Unfunded Retirement
Plan, Amended and Restated as
of January 1, 2009	Exhibit 10.1(i)(l) to Annual Report of Form
10-K for the fiscal year ended December 31,
2009 (Commission File No. 1-7626)
10.1(j)(1)	Management Income Deferral
Plan, as amended and restated
effective as of December 31,
2004 (frozen portion)	Exhibit 10.5(a) to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)
10.1(j)(2)	Management Income Deferral
Plan, as amended and restated
effective as of January 1, 2005
(non-frozen portion)	Exhibit 10.5(b) to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)

Folio /Folio

PAGEBREAK

SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2010 ANNUAL REPORT ON FORM 10-K/A

Exhibit		Incorporated by	Filed
Number	Description	Reference From	Herewith
10.1(k)(1)	Executive Income
Deferral Plan, as
amended and restated
effective as of
December 31, 2004
(frozen portion)	Exhibit 10.4(a) to
Quarterly Report on
Form 10-Q the
quarter ended
September 30, 2008
(Commission File No.
1-7626)
10.1(k)(2)	Executive Income
Deferral Plan, as
Amended and restated
effective as of
January 1, 2005
(non-frozen portion)	Exhibit 10.4(b) to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2008
(Commission File No.
1-7626)
10.1(l)	Amended and Restated
Sensient
Technologies
Corporation Rabbi
Trust “A” Agreement
dated November 30,
2009 between
Registrant and Wells
Fargo Bank N.A.	Exhibit 10.1(l) to
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2009
(Commission File No.
1-7626)
10.1(m)	Amended and Restated
Sensient
Technologies
Corporation Rabbi
Trust “B” Agreement
dated November 30,
2009 between
Registrant and Wells
Fargo Bank N.A.	Exhibit 10.1(m) to
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2009
(Commission File No.
1-7626)
10.1(n)	Amended and Restated
Sensient
Technologies
Corporation Rabbi
Trust “C” Agreement
dated November 30,
2009 between
Registrant and Wells
Fargo Bank N.A.	Exhibit 10.1(n) to
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2009
(Commission File No.
1-7626)
10.1(o)	Incentive
Compensation Plan
for Elected
Corporate Officers	Exhibit 10.10 to
Quarterly Report on
Form 10Q for the
quarter ended
September 30, 2008
(Commission File No.
1-7626)
10.1(p)	Management Incentive
Plan for Group
Presidents	Exhibit 10.9 to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2008
(Commission File No.
1-7626)
10.1(q)	Management Incentive
Plan for Corporate
Management	Exhibit 10.7 to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2008
(Commission File No.
1-7626)
10.1(r)	Management Incentive
Plan for
Group/Division
Management	Exhibit 10.8 to
Quarterly Report on
Form 10-Q for the
quarter ended
September 30, 2008
(Commission File No.
1-7626)
10.1(s)(1)	Form of Agreement
for Executive
Officers
(Supplemental
Executive Retirement
Plan A), as amended
and restated
effective as of
January 1, 2005	Exhibit 10.1(s) to
Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2008
(Commission File No.
1-7626)
10.1(s)(2)	Form of Amendment
No.1 to the Sensient
Technologies
Corporation Amended
and Restated
Supplemental
Executive Retirement
Plan A (Effective as
of January 1, 2005)	Exhibit 10.1(s)(2)
to Annual Report on
Form 10-K for the
fiscal year ended
December 31, 2010
(Commission File No.
1-7626)
10.1(s)(3)	Form of Amendment
No. 2 to the
Sensient
Technologies
Corporation Amended
and Restated
Supplemental
Executive Retirement
Plan A (Effective as
of January 1, 2005)	Exhibit 10.1 to
Current Report on
Form 8-K dated April
22, 2010 (Commission
File No. 1-7626)

Folio /Folio

PAGEBREAK

SENSIENT TECHNOLOGIES CORPORATION EXHIBIT INDEX 2010 ANNUAL REPORT ON FORM 10-K/A

Exhibit		Incorporated by	Filed
Number	Description	Reference From	Herewith
10.1(t)(1)	Form of Agreement for Executive Officers
(Supplemental Executive Retirement Plan B),
as amended and restated effective as of
January 1, 2005	Exhibit 10.1(t) to Annual Report on Form 10-K
for the fiscal year ended December 31, 2008
(Commission File No. 1-7626)
10.1(t)(2)	Form of Amendment No. 1 to the Sensient
Technologies Corporation Amended and
Restated Supplemental Executive Retirement
Plan B (Effective as of January 1, 2005)	Exhibit 10.1(t)(2) to Annual Report on Form
10-K for the fiscal year ended December 31,
2010 (Commission File No. 1-7626)
10.1(t)(3)	Form of Amendment No. 2 to the Sensient
Technologies Corporation Amended and
Restated Supplemental Executive Retirement
Plan B (Effective as of January 1, 2005)	Exhibit 10.2 to Current Report on Form 8-K
dated April 22, 2010 (Commission File No.
1-7626)
10.1(u)(1)	Supplemental Benefit Plan, as amended and
restated effective as of December 31, 2004
(frozen portion)	Exhibit 10.6(a) to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)
10.1(u)(2)	Supplemental Benefit Plan, as amended and
restated effective as of January 1, 2005
(non-frozen portion)	Exhibit 10.6(b) to Quarterly Report on Form
10-Q for the quarter ended September 30, 2008
(Commission File No. 1-7626)
10.2	Credit Agreement dated as of June 15, 2007	Exhibit 10.1 to Current Report on Form 8-K
dated June 15, 2007 (Commission File No.
1-7626)
10.3	Credit Agreement dated as of October 7, 2008	Exhibit 10.1 to Quarterly Report on Form 8-K
dated October 7, 2008 (Commission File No.
1-7626)
13.1	Annual Report to Shareholders
for the year ended December 31, 2010		X
14	Code of Ethics for Senior Financial Officers	Exhibit 14 to Annual Report on Form 10-K for the
fiscal year ended December 31, 2003
(Commission File No. 1-7626)
21	Subsidiaries of the Registrant		X
23.1	Consent of Ernst & Young LLP	Exhibit 23.1 to Annual Report on Form 10-K for
the fiscal year ended December 31, 2010
(Commission File No. 1-7626)
31	Certifications of Sensient’s Chairman and
Chief Executive Officer and Senior Vice
President and Chief Financial Officer,
pursuant to Rule 13a-14(a) of the Exchange
Act		X
32	Certifications of Sensient’s Chairman and
Chief Executive Officer and Senior Vice
President and Chief Financial Officer,
pursuant to 18 United States Code § 1350		X

Folio /Folio