UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~September 30~~ November 21, 2014

Dynacast International Inc.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Delaware

333-179497

90-0728033

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14045 Ballantyne Corporate Place, Suite 300 Charlotte, North Carolina		28277
14045 Ballantyne Corporate Place, Suite 300, Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 927-2789

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

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.0102. ~~Entry~~Results ~~Into~~of ~~Material~~Operations ~~Definitive~~and ~~Agreement~~Financial Condition.

On ~~September~~November 3021, 2014, ~~Climax Engineered Materials, LLC, a Colorado limited liability company (“Climax”), Freeport Minerals Corporation, a Delaware corporation (“Freeport”),~~ Dynacast International Inc.~~, a Delaware corporation (“Dynacast”), and Dynacast LLC, a~~ ~~Delaware limited liability company and wholly-owned subsidiary of Dynacast~~ (~~“Dynacast LLC”), entered into~~ the ~~First Amendment to Stock Purchase Agreement (the~~ “~~Amendment~~Company”) ~~amending~~issued ~~the~~a ~~Stock~~press ~~Purchase~~release ~~Agreement,~~regarding ~~dated~~its asfinancial ~~of August 27, 2014~~results ~~among~~for ~~Climax, Freeport, Dynacast and Dynacast LLC, previously disclosed in~~ the ~~Current~~quarter ~~Report~~ended ~~on Form 8-K filed by Dynacast on~~ September 330, 2014 (as amended, the “Purchase Agreement”). Among other things, the Amendment provides that the base purchase price payable to Climax upon closing of the acquisition by Dynacast LLC of Kinetics Climax, Inc., a Delaware corporation and ~~wholly-owned~~its ~~subsidiary~~conference ofcall ~~Climax~~on ~~(“Kinetics”)~~November 21, is2014 ~~$45,000,000 less debt and transaction expenses and subject~~ to adiscuss ~~post-closing~~those ~~working capital adjustment~~results. A ~~The~~copy ~~Amendment also revised the calculation~~ of the ~~contingent~~press ~~consideration~~release ~~payment which~~ is ~~based~~furnished as ~~on future earnings~~Exhibit 99.1.

The ~~foregoing~~Company ~~description~~is ofmaking ~~certain~~reference ~~terms~~to ofnon-GAAP ~~the~~financial ~~Amendment~~information ~~and~~in the ~~transactions~~press ~~contemplated~~release ~~thereby~~furnished ~~does~~herewith ~~not purport to be complete~~ and ~~is subject to, and qualified~~ in its ~~entirety~~conference call ~~by, reference~~ to ~~the~~discuss ~~Amendment,~~third aquarter ~~copy~~results. ofSpecifically, ~~which~~these isnon-GAAP ~~attached~~measures ~~hereto~~include asAdjusted ~~Exhibit 10.1~~EBITDA and ~~the~~Segment ~~terms of which are incorporated herein by reference~~EBITDA.

~~Item~~EBITDA 2is earnings before interest, other income, taxes, depreciation and amortization.~~01.~~ ~~Completion~~The Company defines Adjusted EBITDA as EBITDA, adjusted for certain items that the Company believes hinder comparison of ~~Acquisition~~the performance of its business either period-over-period or ~~Disposition~~with other businesses, including non-controlling interests, management fees, changes in accounting principles, restructuring costs, professional fees and transaction costs. Items are excluded from Adjusted EBITDA because they are individually or collectively material items that the Company does not consider to be representative of ~~Assets~~the performance of its business during the periods under review. The Company believes that the presentation of Adjusted EBITDA enhances an investor’s understanding of its performance.

OnSegment ~~September 30,~~EBITDA ~~2014, Dynacast~~is ~~LLC~~calculated ~~completed~~by ~~the~~adding ~~acquisition~~back ofdepreciation ~~all~~and ofamortization ~~the~~expense ~~outstanding~~to ~~stock~~segment ofoperating ~~Kinetics~~income ~~from~~and subtracting ~~Climax~~non-controlling ~~pursuant~~interests toin ~~the~~EBITDA ~~Purchase~~for ~~Agreement~~each ~~(the “Acquisition”)~~segment. ~~The~~We ~~base~~measure ~~purchase~~and ~~price~~evaluate ~~paid~~our atreportable ~~closing~~segments ~~was~~based ~~$44,120,830~~on ~~after~~segment ~~various~~operating ~~credits~~income, ~~and~~which is ~~subject~~ toconsistent ~~certain~~with ~~post-closing~~our ~~adjustments~~chief asoperating ~~provided~~decision inmaker’s ~~the~~assessment ~~Purchase~~of ~~Agreement~~segment performance. InSegment ~~addition,~~EBITDA ~~Dynacast~~does ~~LLC~~not ~~may~~purport ~~pay~~to be an ~~additional~~alternative ~~amount of contingent consideration up~~ to asegment ~~maximum~~operating ~~of $15,000,000 as provided in the Purchase Agreement~~income.

~~Item~~Adjusted 8EBITDA and Segment EBITDA are considered non-GAAP measures because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with U.01S. ~~Other~~GAAP ~~Events~~or are calculated using financial measures that are not calculated in accordance with U.S. GAAP. Adjusted EBITDA and Segment EBITDA have limitations as analytical tools, and they should not be considered in isolation, or as a substitute for an analysis of the Company’s results as reported under U.S. GAAP. Some of these limitations include, but are not limited to, the fact that Adjusted EBITDA and Segment EBITDA:

On• ~~October 1,~~do ~~2014,~~not ~~Dynacast~~reflect ~~issued a press release pursuant to which it announced that it had completed~~ the ~~acquisition~~Company’s ofcash ~~Kinetics.~~expenditures Aor ~~copy~~future ofrequirements ~~the~~for ~~press~~capital ~~release~~expenditures isor ~~filed~~contractual ~~as Exhibit 99.1 hereto and incorporated herein by reference.~~ commitments;

-• 2do -not reflect changes in, or cash requirements for, the Company’s working capital needs;

•

do not reflect the interest expense, or the cash requirements necessary, to service interest or principal payments on the Company’s debt;

•

do not reflect any cash requirements that would be required for replacement of assets that are being depreciated or amortized; and

•

may exclude items that reflect cash payments that were made, or will in the future be made.

The non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies, which limits their usefulness as comparative measures. A reconciliation of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures is contained in the press release.

The information set forth under this Item 2.02, including Exhibit 99.1 referenced herein, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired


Exhibit No.		Exhibit Description

99.1		Press Release, dated November 21, 2014, with respect to the Company’s financial results for the quarter ended September 30, 2014

~~The~~3 ~~required financial statements will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the filing hereof.~~

(b) Pro Forma Financial Information

The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K not later than 71 calendar days after the filing hereof.

(d) Exhibits

ExhibitNo.		Description
10.1		First Amendment to Stock Purchase Agreement, dated as of September 30, 2014, among Climax Engineered Materials, LLC, Freeport Minerals Corporation, Dynacast LLC and Dynacast International Inc. (pursuant to Item 601(b)(2) of Regulation S-K, exhibits and schedules to the First Amendment to Stock Purchase Agreement have been omitted and will be supplementally provided to the SEC upon request).
99.1		Press Release dated October 1, 2014 issued by Dynacast International Inc.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~October~~November 121, 2014


DYNACAST INTERNATIONAL INC.

By:		/s/ Adrian D. Murphy
		Adrian D. Murphy
		Secretary, Treasurer and Chief Financial Officer

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EXHIBIT INDEX

ExhibitNo.		Description
Exhibit No.		Exhibit Description
10.1		First Amendment to Stock Purchase Agreement, dated as of September 30, 2014, among Climax Engineered Materials, LLC, Freeport Minerals Corporation, Dynacast International LLC and Dynacast International Inc.
99.1		Press Release, dated November 21, 2014, with respect to the Company’s financial results for the quarter ended September 30, 2014
99.1		Press Release dated October 1, 2014 issued by Dynacast International Inc.

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Filing Compare · Dynacast International Inc.