8-K: Current report filing
Published on April 26, 2007
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
April 25,
2007
(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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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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□
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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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□
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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
April 26,
2007
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Item 2.02.
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Results
of Operations and Financial
Condition.
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On
April 26, 2007, Ball Corporation (the “Company”) issued a press release
announcing its first quarter earnings for 2007, which results are set forth
in
the press release dated April 26, 2007, and attached hereto as
Exhibit 99.1.
Earnings
information regarding the first quarter for 2007, as well as information
regarding the use of non-GAAP financial measures, are set forth in the attached
press release.
The
information in this Report shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”) or otherwise subject to the liability of that section, and shall
not 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 such filing.
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Performance
Vesting Restricted Stock Units
On
April 25, 2007, the Board of Directors approved the award of performance
vesting restricted stock units (under the 2005 Stock and Cash Incentive Plan).
The award of the performance vesting restricted stock units provides
participants with the opportunity to receive common shares if the Company’s
return on average invested capital (“ROAIC”) during a three-year performance
period is equal to or exceeds the Company’s estimated cost of capital. The
initial performance period will be 33 months from April 2007 through
December 2009. The future three-year performance periods will run from
January 1 of the first year of the cycle. If the performance goal is met,
the restricted stock units would cliff vest three years from the grant date.
Failure to meet the performance goal would result in forfeiture of shares.
The
Award of performance vesting restricted stock units would apply to key employees
of the Company including the officers of the Company. The following sets
forth
the maximum number of units granted to the named executive officers that
may be
earned in the awards granted on April 25, 2007:
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Executive
Officer
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Maximum
Number of Units that
may
be Earned
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R.
David Hoover
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50,000
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Raymond
J. Seabrook
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13,500
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John
R. Friedery
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13,500
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David
A. Westerlund
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13,500
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John
A. Hayes
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10,000
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All
of
the above awards are in the form of performance vesting restricted stock
units.
The
Board
also authorized for any grants on or after April 25, 2007, the full vesting
of
time based restricted shares, deposit shares and stock options and/or SARs
upon
normal retirement at age 65. The vesting of the performance vesting restricted
share units will remain contingent upon attaining the relevant performance
goals. Such participants will have five years from the normal retirement
date or
up to the original expiration date, whichever is sooner, to exercise vested
stock options and/or SARs.
The
Board
also authorized for any grants on or after April 25, 2007, that for participants
who retire early, (defined as the first to occur of either attaining both
age 55
and 15 years of service or age 60 and 10 years of service) upon the execution
of
an agreement not to compete with the Company, a participant’s unvested stock
options and/or SARs will continue to vest under the regular vesting schedule
and
performance vesting restricted share units will vest contingent upon the
achievement of the performance goals. If the participant does not execute
an
agreement not to compete, then the terms of the grants will remain subject
to a
forfeiture provision and a two year post termination exercise period. For
early
retirees, the vesting of deposit shares and time based restricted shares
will
remain subject to the terms of their original grant.
For
participants who retire early, as defined herein, and have executed
an agreement not to compete with the Company, stock options and/or SARs
will continue to vest under the original vesting schedule and the participants
will have five years from the early retirement date or up to the original
expiration date, whichever is sooner, to exercise vested stock options and/or
SARs.
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Item 5.03.
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Amendments
to Articles of Incorporation or
Bylaws.
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On
April 25, 2007, the Board of Directors of the Company amended the Bylaws to
decrease the Board of Directors from eleven to ten.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
The
following is furnished as an exhibit to this report:
Exhibit
99.1 Ball
Corporation Press Release dated April 26, 2007.
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SIGNATURE
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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.
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BALL
CORPORATION
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(Registrant)
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By:
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/s/
Raymond J. Seabrook
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Name:
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Raymond J.
Seabrook
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Title:
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Executive
Vice President and
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Chief
Financial Officer
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Date: April 26,
2007
Ball
Corporation
Form
8-K
April 26,
2007
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EXHIBIT
INDEX
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Description
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Exhibit
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Press
Release dated April 26, 2007
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99.1
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