Form: 8-K

Current report filing

February 15, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(D) of the

Securities Exchange Act of 1934

 

February 15, 2019

(Date of earliest event reported)

 

 

 

 

 

BALL CORPORATION

 

 

(Exact name of Registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

Indiana

 

001-07349

 

35-0160610

 

 

(State or other jurisdiction

 

(Commission

 

(IRS Employer

 

 

of Incorporation)

 

File No.)

 

Identification No.)

 

 

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):

 

 

 

☐

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

Emerging growth company

☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

 

 

 

 Ball Corporation

Current Report on Form 8‑K

Dated February 15, 2019

 

 

Item 8.01

Other Events.

 

On February 15, 2019, Scott C. Morrison, Chief Financial Officer of Ball Corporation (the "Company"), adopted a stock trading plan in accordance with Rule 10b5‑1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5‑1, directors, officers and other employees who are not in possession of material non-public information may adopt pre-arranged plans or contracts for the sale of Company securities under specified conditions and at specified times. Using 10b5‑1 plans, individuals can gradually diversify their investment portfolios, spread stock trades out over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information.

 

Mr. Morrison adopted a 10b5‑1 plan as part of his individual tax and financial planning strategy related to the expiration of certain stock-settled appreciation rights ("SSARs") and incentive stock options (“ISOs”). Specifically, his 10b5‑1 plan provides for the exercise of up to a total of 32,400 SSARs and 13,600 ISOs scheduled to expire on January 27, 2020, pursuant to the parameters set forth in the 10b5‑1 plan. Any shares that may be sold by Mr. Morrison would be sold on the open market at prevailing market prices.

 

Transactions under Mr. Morrison’s plan, if any, will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations.

 

This current report contains forward-looking statements that are subject to risks and uncertainties, and there can be no assurance that any shares will be sold under Mr. Morrison's plan. Investors should refer to the Company's annual and other periodic reports filed with the Securities and Exchange Commission for a discussion of the risks and uncertainties associated with ownership of the Company's securities. Ball Corporation does not undertake to report Rule 10b5‑1 plans that may be adopted by any officers or directors in the future, or to report any modifications or termination of any publicly announced trading plan, except to the extent required by law.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 Date: February 15, 2019

By:

/s/ Charles E. Baker

 

 

 

Name:

Charles E. Baker

 

 

 

Title:

Vice President, General Counsel and

Corporate Secretary