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
Date of Report (Date of earliest event reported) March 14, 2006
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NOVELIS INC.
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(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 814-4200
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Not Applicable
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(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:
[ ] 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))
Item 8.01 Other events.
Novelis announces hiring of new Controller
On March 20, 2006, Novelis announced that Robert M. Patterson will join Novelis
as a senior finance professional, effective March 27, 2006. He will assume the
position and responsibilities of Controller of Novelis once the current
Controller has completed her work for Novelis. This is expected to occur after
Novelis finalizes 2005 financial results and files an annual report on Form 10-K
for the year ended December 31, 2005.
Mr. Patterson joins Novelis from SPX Corporation, where he served most recently
as Vice President and Segment Chief Financial Officer. He has held a number of
other senior finance roles with SPX and prior to that he was an audit manager
with Arthur Andersen. His experience includes extensive work in Europe and
China.
Mr. Patterson, a Certified Public Accountant, earned a Bachelor's Degree in
Business Administration and a Master's Degree in Accounting from the University
of Michigan.
Item 1.01 Entry into a Material Definitive Agreement.
Novelis Board of Directors amends and restricts Founders Award Performance Plan;
CEO forfeits award
As discussed in our Form 10-K for the year ended December 31, 2004, on March 24,
2005, the Board of Directors of Novelis Inc. (the "Board") adopted the Novelis
Founders Performance Awards Plan (the "Plan") to allow for a one-time additional
compensation opportunity for certain executives of Novelis, including the named
executive officers of Novelis listed in the award notifications attached as
Exhibits 10.1-10.6 hereto. Participants are awarded performance share units
("PSUs") if share price improvement targets with respect to Novelis common stock
for periods beginning in 2005, 2006 and 2007 are achieved. PSUs will not be
awarded unless the share price improvement targets are achieved. A PSU is the
right to receive cash in an amount equal to the market price of one share of
Novelis common stock at the time of payment. If awarded, PSUs for a particular
tranche will be paid in cash on the later of six months from the date the
specific share price target is achieved or twelve months after the start of the
performance period for that tranche and will be based on the average of the
daily stock closing price on the New York Stock Exchange for the last five
trading days prior to the payment date. The share price improvement target for
the period beginning on March 24, 2005, has been achieved, and 131,850 PSUs will
be settled in cash on March 24, 2006.
On March 14, 2006, the Board amended the Plan in order to clarify when PSUs will
be awarded under the second and third tranches of the Plan for periods beginning
in 2006 and 2007, respectively. The amended Plan now provides that the second
and third tranches of PSUs will be awarded if, during the period of each
tranche, the share price reaches (or exceeds) the target price and is maintained
or exceeded for 15 consecutive trading days during an open trading period for
directors and executive officers (i.e. any period, other than a trading blackout
period, in which directors and executives are free to purchase or sell shares of
Novelis common stock). Previously, the Plan did not specify that the 15 day PSU
vesting period must occur during an open trading period.
On March 14, 2006, the Chief Executive Officer, Brian W. Sturgell, agreed with
the Board that, in light of the ongoing financial reporting delay and
restatement of Novelis' financials, Mr. Sturgell would forfeit his PSU award for
the first tranche of the Founders Performance Award. The Board approved an
increase in the size of the award opportunity for Mr. Sturgell for the second
and third tranches under the Plan in an aggregate amount equal to the PSUs that
Mr. Sturgell forfeited for the first tranche. The award size for each tranche
was increased from a potential of 46,850 PSUs to a potential of 70,275 PSUs. The
PSUs for the second and third tranches will not be awarded unless the share
price improvement targets specified in the Plan ($25.31 and $27.28,
respectively) are achieved.
Novelis Board of Directors withholds CFO's short term incentive award; issues
one time retention payment
On March 15, 2006, the Human Resources Committee of the Board approved a one
time retention payment in the gross amount of $410,805 to current Chief
Financial Officer, Geoff Batt, for his services rendered (and to be rendered)
during the transition period until a new Chief Financial Officer replaces Mr.
Batt. In light of the ongoing financial reporting delay and restatement of
Novelis' financials, Mr. Batt will not be paid a short term incentive award for
2005.
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.
NOVELIS INC.
Date: March 20, 2006 By: /s/ David Kennedy
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David Kennedy
Secretary
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Novelis Founders Performance Award Notification for Brian Sturgell dated
March 31, 2005, as amended and restated as of March 14, 2006
10.2 Novelis Founders Performance Award Notification for Martha Brooks dated
March 31, 2005
10.3 Novelis Founders Performance Award Notification for Chris Bark-Jones dated
March 31, 2005
10.4 Novelis Founders Performance Award Notification for Jack Morrison dated
March 31, 2005
10.5 Novelis Founders Performance Award Notification for Pierre Arseneault dated
March 31, 2005
10.6 Novelis Founders Performance Award Notification for Geoff Batt dated March
31, 2005
10.7 Novelis Founders Performance Awards Plan, as amended and restated as of
March 14, 2006
10.8 Description of Retention Payment for Geoff Batt
