8-K: Current report filing
Published on July 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
July 26,
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
July 26, 2007
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Item 2.02.
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Results
of Operations and Financial
Condition.
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On
July 26, 2007, Ball Corporation (the “Company”) issued a press release
announcing its second quarter earnings for 2007, which results are set forth
in
the press release dated July 26, 2007, and attached hereto as
Exhibit 99.1.
Earnings
information regarding the second 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
Contingent Restricted Stock Units
The Company previously reported in its Form 8-K filed April 26, 2007, that the Board of Directors approved the award of performance contingent restricted stock units under the 2005 Stock and Cash Incentive Plan. The award of the performance contingent restricted stock units provides participants with the opportunity to receive common shares of the Company if 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 as defined in the Award. The initial performance period will be 33 months from April 2007 through December 2009. Future 3-year performance periods will run from January 1 of the first year in the cycle. If the performance goal is met, restricted stock units would vest on January 31 (or the first business day following if on a weekend day or holiday) following the end of the performance period, not cliff vest three years from the grant date as previously reported. Failure to meet the performance goal would result in forfeiture of shares. The award of performance contingent restricted stock units would apply to certain employees of the Company including the officers of the Company. The Company previously disclosed in its Form 8-K dated April 26, 2007, the grants to officers on April 25, 2007, and other authorized changes to the vesting of stock options and SARS. A copy of the Notification of Award of Performance Contingent Restricted Stock Units under Ball Corporation’s 2005 Stock and Cash Incentive Plan for certain employees located in the United States is attached hereto as Exhibit 10.1. A copy of the Notification of Award of Performance Contingent Restricted Stock Units under Ball Corporation’s 2005 Stock and Cash Incentive Plan for certain employees located outside the United States is attached hereto as Exhibit 10.2.
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Item 9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
The
following are furnished as exhibits to this report:
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Exhibit 10.1
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Notification
of Award of Performance Contingent Restricted Stock Units under
Ball
Corporation’s 2005 Stock and Cash Incentive Plan for certain employees
located in the United States.
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Exhibit
10.2
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Notification
of Award of Performance Contingent Restricted Stock Units under
Ball
Corporation’s 2005 Stock and Cash Incentive Plan for certain employees
located outside the United
States.
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Exhibit
99.1
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Ball
Corporation Press Release dated July 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:
July 26, 2007
Ball
Corporation
Form
8-K
July 26,
2007
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EXHIBIT
INDEX
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Description
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Exhibit
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Notification
of Award of Performance Contingent Restricted Stock Units under
Ball
Corporation’s 2005 Stock and Cash Incentive Plan for certain employees
located in the United States.
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10.1
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Notification
of Award of Performance Contingent Restricted Stock Units under
Ball
Corporation’s 2005 Stock and Cash Incentive Plan for certain employees
located outside the United States.
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10.2
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Press
Release dated July 26, 2007.
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99.1
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