.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) June 9, 2005 ------------ Jarden Corporation ------------------ (Exact name of registrant as specified in its charter) Delaware 0-21052 35-1828377 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 555 Theodore Fremd Avenue, Rye, New York 10580 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (914) 967-9400 -------------- ------------------------------------------ (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 1.01 Entry into a Material Definitive Agreement. As part of Jarden Corporation's ("Jarden") Annual Meeting of Stockholders held on June 9, 2005 (the "Annual Meeting"), the stockholders approved the Jarden Corporation Amended and Restated 2003 Stock Incentive Plan (the "Amended and Restated Incentive Plan") The Amended and Restated Incentive Plan was approved by Jarden's Board of Directors on February 16, 2005, subject to stockholder approval, and is effective as of June 9, 2005. A description of the terms of the Amended and Restated Incentive Plan can be found in Jarden's definitive proxy statement for the 2005 Annual Meeting of Stockholders held on June 9, 2005, which was filed with the Securities and Exchange Commission on May 9, 2005. The section of the definitive proxy statement entitled "Proposal 2 - Adoption and Approval of the Jarden Corporation Amended and Restated 2003 Stock Incentive Plan" is incorporated by reference herein and a copy of the Amended and Restated Incentive Plan is attached hereto as Exhibit 10.1 and incorporated by reference herein. Item 5.03 Amendments to Article of Incorporation or Bylaws; Changes in Fiscal Year. As part of the Annual Meeting, the stockholders of Jarden, upon the recommendation of the Board of Directors of Jarden, also approved and adopted two amendments to the Company's Restated Certificate of Incorporation, as amended. The first amendment was previously approved and adopted by the Board of Directors of Jarden on February 16, 2005. This amendment increases the number of authorized shares of Common Stock, par value $.01 per share, of Jarden from 50,000,000 to 150,000,000. See Proposal 4 of Jarden's definitive proxy statement for a further description of this amendment. The second amendment was previously approved and adopted by the Board of Directors of Jarden on September 15, 2004. The second amendment is to provide that certain restrictions on transactions with related parties in the Company's Restated Certificate of Incorporation would not apply to Warburg Pincus and its affiliates until October 8, 2009, unless Warburg Pincus together with its affiliates and associates beneficially owns more than 30% of the voting stock of Jarden. See Proposal 6 of the Jarden's definitive proxy statement for a further description of this amendment. A copy of the Certificate of Amendment to the Restated Certificate of Incorporation of Jarden, which was filed with the Secretary of State of the State of Delaware on June 9, 2005, is attached hereto as Exhibit 3.1 and incorporated herein by reference. Item 8.01 Other Events. As part of the Annual Meeting, the Company announced that it had received stockholder approval for the conversion of its outstanding Series C Mandatory Convertible Participating Preferred Stock ("Series C Preferred Stock") into both Jarden's common stock, par value $0.01 per share ("Common Stock") and Series B Convertible Participating Preferred Stock ("Series B Preferred Stock"). The Series C Preferred Stock was converted into approximately 975,000 shares of Common Stock and approximately 175,500 shares of Series B Preferred Stock in accordance with the terms of the Certificate of Designations of Powers, Preferences and Rights of the Series C Preferred Stock. Upon conversion, all of the issued and outstanding Series C Preferred Stock was retired and all certificates representing the Series C Preferred Stock were cancelled. See Proposal 5 of the Jarden's definitive proxy statement for a further description with respect to the conversion of the Series C Preferred Stock. On June 9, 2005, the Company also issued a press release announcing that its Board of Directors had declared a three-for-two stock split on the Company's Common Stock in the form of a stock dividend of one additional share of common stock for every two shares of Common Stock payable on July 11, 2005, to holders of record as of the close of business on June 20, 2005. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following Exhibits are filed herewith as part of this report: Exhibit Description - ------- ----------- 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Jarden Corporation. 10.1 Jarden Corporation Amended and Restated 2003 Sock Incentive Plan (filed as Appendix C to the registrant's definitive proxy statement filed May 9, 2005 and incorporated herein by reference). 99.1 Press Release of Jarden Corporation, dated June 9, 2005. SIGNATURES 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. Dated: June 15, 2005 JARDEN CORPORATION By: /s/ Desiree Destefano ------------------------------------------ Name: Desiree DeStefano Title: Executive Vice President of Finance EXHIBIT INDEX Number Exhibit ------ ------- 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Jarden Corporation. 10.1 Jarden Corporation Amended and Restated 2003 Sock Incentive Plan (filed as Appendix C to the registrant's definitive proxy statement filed May 9, 2005 and incorporated herein by reference). 99.1 Press Release of Jarden Corporation, dated June 9, 2005.
- JAH Dashboard
- Filings
- Insider
- Institutional
-
8-K Filing
Jarden (JAH) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 15 Jun 05, 12:00am