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):April 21, 2005
JOHN H. HARLAND COMPANY
(Exact name of registrant as specified in its charter)
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| Georgia | | 1-06352 | | 58-0278260 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 2939 Miller Road, Decatur, Georgia | | 30035 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (770) 981-9460
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:
| | | o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| | | o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | | o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | | o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Effective on April 21, 2005, upon approval by the shareholders of John H. Harland Company (the “Registrant” or the “Company”) at its 2005 Annual Meeting of Shareholders (the “Annual Meeting”), the Company adopted the John H. Harland Company Senior Management Incentive Plan (the “Incentive Plan”). A description of the material terms of the Incentive Plan are set forth under the heading “Approval of the Material Terms of the 2005 Senior Management Incentive Plan” in the Company’s Definitive Proxy Statement for the Annual Meeting, as filed with the Securities and Exchange Commission (the “Commission”) on March 16, 2005 (the “Proxy Statement”), which description is hereby incorporated into this Item 1.01 by reference.
Also effective on April 21, 2005, upon approval by the Company’s shareholders at the Annual Meeting, the Company adopted the John H. Harland Company 2005 Compensation Plan for Non-Employee Directors (the “Director Plan”). A description of the material terms of the Director Plan are set forth under the heading “Approval of 2005 Compensation Plan for Non-Employee Directors” in the Proxy Statement, which description is hereby incorporated into this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following exhibits are filed herewith:
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| | | | 10.1 | | | Senior Management Incentive Plan (incorporated by reference to Exhibit C to the Registrant’s Definitive Proxy Statement, filed with the Commission on March 16, 2005). |
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| | | | 10.2 | | | 2005 Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement, filed with the Commission on March 16, 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, thereunto duly authorized.
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| | JOHN H. HARLAND COMPANY
(Registrant)
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| Date: June 28, 2005 | By: | /s/ John C. Walters | |
| | | John C. Walters | |
| | | Senior Vice President and General Counsel | |
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