8-K: Current report filing
Published on July 29, 2008
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 23,
2008
(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 29, 2008
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Item
5.03.
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Amendments
to Articles of Incorporation or
Bylaws.
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On
July 23, 2008, the Board of Directors of the Corporation amended the
Bylaws, adding to the information that must be set out in a shareholder’s notice
to the Secretary in respect of a nomination for the Board of Directors; and
adding to the information that must be set out in a shareholder’s notice to the
Secretary in respect of a shareholder proposal of business at an annual meeting
of shareholders. The revisions provide that the shareholder must, for
either of such notices, provide (in addition to previously required
information), with respect to such shareholder and any Shareholder Associated
Person (as defined in the amended Bylaws), (a) the nominee holder for, and
number of, shares owned beneficially but not of record by such person,
(b) whether and the extent to which any hedging or other transaction or
series of transactions has been entered into by or on behalf of, or any other
agreement, arrangement or understanding (including any derivative or short
positions, profit interest, options or borrowed or loaned shares) has been made,
the effect or intent of which is to mitigate loss to or manage risk or benefit
of share price changes for, or to increase or decrease the voting power of, such
person with respect to any share of stock of the Corporation, (c) to the
extent known by the shareholder giving the notice, with respect to shareholder
nominees for the Board of Directors, the name and address of any other
shareholder supporting the nominee for election or reelection as a director on
the date of such shareholder’s notice; and with respect to shareholder proposals
of business, the name and address of any other shareholder supporting the
proposal of business on the date of such shareholder’s notice, and (d) with
respect to shareholder nominees for the Board of Directors, any relationship
between or among the shareholder giving notice and any Shareholder Associated
Person, on the one hand, and each proposed nominee, on the other
hand. Any such information shall be supplemented by the shareholder
giving either of such notices no later than ten (10) days after the record date
for the meeting as of the record date. Additionally, with respect to
shareholder nominees for the Board of Directors, the Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as an independent director of the Corporation or that could be material to
a reasonable shareholder’s understanding of the independence, or lack thereof,
of such nominee.
The
preceding is qualified in its entirety by reference to the Corporation’s Bylaws,
which are attached hereto as Exhibit 99.1 and are incorporated herein by
reference.
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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 Bylaws, as of July 23, 2008.
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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 29,
2008
Ball
Corporation
Form
8-K
July 29,
2008
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EXHIBIT
INDEX
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Description
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Exhibit
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Ball
Corporation Bylaws, as of July 23, 2008.
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99.1
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