8-K: Current report filing
Published on December 23, 2005
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
December 23,
2005
(Date
of
earliest event reported)
BALL
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Indiana
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1-7349
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35-0160610
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(State
of
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(Commission
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(IRS
Employer
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Incorporation)
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File
No.)
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Identification
No.)
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10
Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address
of principal executive offices, including ZIP Code)
(303)
469-3131
(Registrant’s
telephone number, including area code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Ball
Corporation
Current
Report on Form 8-K
Dated
December 23, 2005
Item
1.01. Entry Into a Material Definitive Agreement
On
December 23, 2005, the Human Resources Committee (the “Committee”) of the
Board of Directors (the “Board”) of Ball Corporation (the “Company”) took the
following actions:
The
Committee adopted and approved the Ball Corporation 2005 Deferred Compensation
Plan effective January 1, 2005. The purpose of the plan is to continue to
provide Participants with an opportunity to defer receipt of a portion of
their
salary, bonus or other specified cash compensation in compliance with Internal
Revenue Code Section 409A and take advantage of certain transition
opportunities presented in Notice 2005-1 and reaffirmed in the proposed
regulations published on October 4, 2005. Participants under the plan shall
be eligible employees employed by the Company or its subsidiaries who can
elect
to defer compensation in accordance with the plan, as well as Company Awards,
which may be a match made by the Company from time to time to the account
of a
Participant. The deferral of compensation may be invested by means of a
conversion of a dollar amount of deferred compensation and Company Awards
credited to Participants’ deferred compensation accounts and to measure shares
or units of ownership of a security (e.g., mutual fund, company stock or
other investment) which is referred to by the investment options selected
by the
Participant. The conversion shall occur as if shares or units of the designated
investment were being purchased or sold (in the case of distribution) at
the
purchase price as of the close of business the day on which the deemed
investment occurs. There is no real or beneficial ownership of any security
pursuant to any investment option. Distributions may be made in accordance
with
the plan, at the Participant’s election, either in a lump sum or equal annual
installments from two to 15 years, or combination thereof. The Ball Corporation
2005 Deferred Compensation Plan is attached hereto as Exhibit 10.1 to this
current report on Form 8-K.
The
Committee adopted and approved the Ball Corporation 2005 Deferred Compensation
Company Stock Plan effective January 1, 2005. The purpose of the plan is
to
continue to provide Participants (eligible employees of the Company or its
subsidiaries as well as directors of the Company) with an opportunity to
defer
receipt of a portion of their salary, bonus or other specified cash compensation
in compliance with Internal Revenue Code Section 409A and take advantage of
certain transition opportunities presented in Notice 2005-1 and reaffirmed
in the proposed regulations published on October 4, 2005. Deferrals shall
be made to Participants’ accounts and include Company Awards, any Company
matching contributions, return on units, payments and such other transactions
that may be required to properly administer the plan. The value of each deferred
compensation account shall be based on the value of the Company’s common stock.
The value of such deferred compensation account shall be determined by
multiplying the number of units by the value of one share of Company stock
on
the New York Stock Exchange composite listing on the applicable payment date.
Participants may elect distributions in accordance with the plan either in
a
lump sum or in annual installments
from
two
to 15 years, or combination thereof. The Ball Corporation 2005 Deferred
Compensation Company Stock Plan is attached hereto as Exhibit 10.2 to this
current report on Form 8-K.
The
Committee adopted and approved the Ball Corporation 2005 Deferred Compensation
Plan for Directors effective January 1, 2005. The purpose of the plan is
to
continue to provide Participants (non-management directors of the Company)
with
an opportunity to defer receipt of a part or all their cash portion of
their
annual incentive retainers, fees and other cash compensation in compliance
with
the Internal Revenue Code Section 409A and to take advantage of certain
transition opportunities presented in Notice 2005-1 and reaffirmed in the
proposed regulations published on October 4, 2005. The deferral of
compensation may be invested by means of a conversion of a dollar amount
of
deferred compensation and Company Awards credited to Participants’ deferred
compensation accounts and to measure shares or units of ownership of a
security (e.g., mutual fund, company stock or other investment) which is
referred to by the investment options selected by the Participant. The
conversion shall occur as if shares or units of the designated investment
were
being purchased or sold (in the case of distribution) at the purchase price
as
of the close of business the day on which the deemed investment occurs.
There is
no real or beneficial ownership of any security pursuant to any investment
option. Participants may elect distributions in accordance with the plan
in
either a lump sum or in annual installments from two to 15 years, or combination
thereof. The Ball Corporation 2005 Deferred Compensation Plan for Directors
is
attached hereto as Exhibit 10.3 to this current report on Form
8-K.
The
foregoing summary of some of the general provisions of the Ball Corporation
2005
Deferred Compensation Plan, the Ball Corporation 2005 Deferred Compensation
Company Stock Plan and the Ball Corporation Deferred Compensation Plan for
Directors do not purport to be complete and are qualified in their entirety
by
reference to each of the plans, which are filed as Exhibits 10.1, 10.2 and
10.3
to this current report on Form 8-K.
SIGNATURE
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.
BALL
CORPORATION
(Registrant)
By:
/s/
Raymond J. Seabrook
Name: Raymond J. Seabrook
Title:
Senior
Vice President and
Chief Financial Officer
Date:
December 23,
2005
Ball
Corporation
Form
8-K
December 23,
2005
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EXHIBIT
INDEX
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Description
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Exhibit
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Ball
Corporation 2005 Deferred Compensation Plan
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10.1
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Ball
Corporation 2005 Deferred Compensation Company Stock Plan
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10.2
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Ball
Corporation 2005 Deferred Compensation Plan for Directors
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10.3
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