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 23, 2005 Jarden Corporation --------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21052 35-1828377 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01 Entry into a Material Definitive Agreement RESTRICTED STOCK AGREEMENT WITH MARTIN E. FRANKLIN On June 23, 2005, Jarden Corporation (the "Registrant") entered into a restricted stock agreement with Martin E. Franklin (the "Franklin Restricted Stock Agreement") pursuant to which the Registrant granted 915,000 shares of restricted stock (the "Franklin Performance Shares") to Mr. Franklin, subject to the terms contained therein. Except for Mr. Franklin's employment agreement (the "Franklin Employment Agreement"), other equity award agreements and the Franklin Restricted Stock Agreement described herein, there is no material relationship between the Registrant or its affiliates and Mr. Franklin. The Registrant currently intends to consummate a 3 for 2 stock split (the "Stock Split") for its shares of Common Stock on July 11, 2005 held by its stockholders of record on June 20, 2005. All share numbers and dollar values included herein have been determined on a pre-Stock Split basis. Set forth below is a summary of the material terms of the Franklin Restricted Stock Agreement. Effective as of June 23, 2005 and pursuant to the Registrant's 2003 Amended and Restated Stock Incentive Plan, the Registrant granted the Franklin Performance Shares to Mr. Franklin. In accordance with the terms of the Franklin Restricted Stock Agreement, the restrictions on the Franklin Performance Shares shall lapse as follows: (i) 457,500 shares of the Performance Shares (the "Franklin Tranche 1") shall no longer be subject to the restrictions set forth in the Franklin Restricted Stock Agreement on the date that the trading price of the Common Stock of the Registrant equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the third anniversary of the restricted stock grant but no earlier than November 1, 2005, (ii) the remaining 457,500 shares of the Franklin Performance Shares shall no longer be subject to the restrictions set forth in the Franklin Restricted Stock Agreement on the date that the stock price of the Common Stock of the Registrant equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant, or (iii) (a) the Franklin Tranche 1 shall no longer be subject to the restrictions set forth in the Franklin Restricted Stock Agreement on the date of a Change of Control (as defined in the Franklin Employment Agreement) of the Registrant, or in lieu thereof, all of the Franklin Performance Shares granted in the Franklin Restricted Stock Agreement shall no longer be subject to the restrictions set forth in the Franklin Restricted Stock Agreement on the date of a Change in Control of the Registrant if the trading price of the Common Stock of the Registrant equals or exceeds thirty two dollars ($32.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) immediately prior to the consummation of the Change of Control of the Registrant, or (b) the Board of Directors approves, in its sole discretion, such vesting. If Mr. Franklin is either fired by the Registrant or leaves voluntarily, Mr. Franklin will surrender all unvested Franklin Performance Shares issuable pursuant to the Franklin Restricted Stock Agreement. The restrictions on the Franklin Performance Shares contained in the Franklin Restricted Stock Agreement prohibit Mr. Franklin from selling, transferring, assigning, pledging or otherwise encumbering or disposing of the Franklin Performance Shares until such restrictions shall have lapsed in accordance with the terms of the Franklin Restricted Stock Agreement. RESTRICTED STOCK AGREEMENT WITH IAN G.H. ASHKEN On June 23, 2005, the Registrant entered into a restricted stock agreement with Ian G.H. Ashken (the "Ashken Restricted Stock Agreement") pursuant to which the Registrant granted 380,000 shares of Ashken restricted stock (the "Ashken Performance Shares") to Mr. Ashken, subject to the terms contained therein. Except for Mr. Ashken's employment agreement (the "Ashken Employment Agreement"), other equity award agreements and the Ashken Restricted Stock Agreement described herein, there is no material relationship between the Registrant or its affiliates and Mr. Ashken. The Registrant currently intends to consummate the Stock Split for its shares of Common Stock on July 11, 2005 held by its stockholders of record on June 20, 2005. All share numbers and dollar values included herein have been determined on a pre-Stock Split basis. Set forth below is a summary of the material terms the Ashken Restricted Stock Agreement. Effective as of June 23, 2005 and pursuant to the Registrant's 2003 Amended and Restated Stock Incentive Plan, the Registrant granted the Ashken Performance Shares to Mr. Ashken. In accordance with the terms of the Ashken Restricted Stock Agreement, the restrictions on the Ashken Performance Shares shall lapse as follows: (i) 190,000 shares of the Ashken Performance Shares ( the "Ashken Tranche 1") shall no longer be subject to the restrictions set forth in the Ashken Restricted Stock Agreement on the date that the trading price of the Common Stock of the Registrant equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the third anniversary of the restricted stock grant but no earlier than November 1, 2005, (ii) the remaining 190,000 shares of the Ashken Performance Shares shall no longer be subject to the restrictions set forth in the Ashken Restricted Stock Agreement on the date that the stock price of the Common Stock of the Registrant equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant, or (iii) (a) the Ashken Tranche 1 shall no longer be subject to the restrictions set forth in the Ashken Restricted Stock Agreement on the date of a Change of Control (as defined in the Employment Agreement) of the Registrant, or in lieu thereof, all of the Ashken Performance Shares granted in the Ashken Restricted Stock Agreement shall no longer be subject to the restrictions set forth in the Ashken Restricted Stock Agreement on the date of a Change in Control of the Registrant if the trading price of the Common Stock of the Registrant equals or exceeds thirty two ($32.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) immediately prior to the consummation of the Change of Control of the Registrant, or (b) the Board of Directors approves, in its sole discretion, such vesting. If Mr. Ashken is either fired by the Registrant or leaves voluntarily, Mr. Ashken will surrender all unvested Ashken Performance Shares issuable pursuant to the Ashken Restricted Stock Agreement. The restrictions on the Ashken Performance Shares contained in the Ashken Restricted Stock Agreement prohibit Mr. Ashken from selling, transferring, assigning, pledging or otherwise encumbering or disposing of the Ashken Performance Shares until such restrictions shall have lapsed in accordance with the terms of the Ashken Restricted Stock Agreement. RESTRICTED STOCK AGREEMENT WITH JAMES E. LILLIE On June 23, 2005, the Registrant entered into a restricted stock agreement with James E. Lillie (the "Lillie Restricted Stock Agreement") pursuant to which the Registrant granted 145,000 shares of restricted stock (the "Lillie Performance Shares") to Mr. Lillie, subject to the terms contained therein. Except for Mr. Lillie's employment agreement, other equity award agreements and the restricted stock agreement described herein, there is no material relationship between the Registrant or its affiliates and Mr. Lillie. The Registrant currently intends to consummate the Stock Split for its shares of Common Stock on July 11, 2005 held by its stockholders of record on June 20, 2005. All share numbers and dollar values included herein have been determined on a pre-Stock Split basis. Set forth below is a summary of the material terms of the Lillie Restricted Stock Agreement. Effective as of June 23, 2005 and pursuant to the Registrant's 2003 Amended and Restated Stock Incentive Plan, the Registrant granted the Lillie Performance Shares to Mr. Lillie. In accordance with the terms of the Lillie Restricted Stock Agreement, the restrictions on the Lillie Performance Shares shall lapse as follows: (i) 72,500 shares of the Performance Shares (the "Lillie Tranche 1") shall no longer be subject to the restrictions set forth in the Lillie Restricted Stock Agreement on the date that the trading price of the Common Stock of the Registrant equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the third anniversary of the restricted stock grant but no earlier than November 1, 2005, (ii) the remaining 72,500 shares of the Lillie Performance Shares shall no longer be subject to the restrictions set forth in the Lillie Restricted Stock Agreement on the date that the stock price of the Common Stock of the Registrant equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant, or (iii) (a) the Lillie Tranche 1 shall no longer be subject to the restrictions set forth in the Lillie Restricted Stock Agreement on the date of a Change-of-Control Event (as defined in the Registrant's 2003 Amended and Restated Stock Incentive Plan), or in lieu thereof, all of the Lillie Performance Shares granted in the Lillie Restricted Stock Agreement shall no longer be subject to the restrictions set forth in the Lillie Restricted Stock Agreement on the date of a Change-of-Control Event if the trading price of the Common Stock of the Registrant equals or exceeds thirty two dollars ($32.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded), immediately prior to the consummation of the Change-of-Control Event or (b) the Board of Directors approves, in its sole discretion, such vesting. If Mr. Lillie is either fired by the Registrant or leaves voluntarily, Mr. Lillie will surrender all unvested Lillie Performance Shares issuable pursuant to the Lillie Restricted Stock Agreement. The restrictions on the Lillie Performance Shares contained in the Lillie Restricted Stock Agreement prohibit Mr. Lillie from selling, transferring, assigning, pledging or otherwise encumbering or disposing of the Lillie Performance Shares until such restrictions shall have lapsed in accordance with the terms of the Lillie Restricted Stock Agreement. RESTRICTED STOCK AGREEMENT WITH DESIREE DESTEFANO On June 23, 2005, the Registrant entered into a restricted stock agreement with Desiree DeStefano (the "DeStefano Restricted Stock Agreement") pursuant to which the Registrant granted 10,000 shares of restricted stock (the "DeStefano Performance Shares") to Ms. DeStefano, subject to the terms contained therein. Except for Ms. DeStefano's employment agreement, other equity award agreements and the DeStefano Restricted Stock Agreement described herein, there is no material relationship between the Registrant or its affiliates and Ms. DeStefano. The Registrant currently intends to consummate the Stock Split for its shares of Common Stock on July 11, 2005 held by its stockholders of record on June 20, 2005. All share numbers and dollar values included herein have been determined on a pre-Stock Split basis. Set forth below is a summary of the material terms of the DeStefano Restricted Stock Agreement. Effective as of June 23, 2005 and pursuant to the Registrant's 2003 Amended and Restated Stock Incentive Plan, the Registrant granted the DeStefano Performance Shares to Ms. DeStefano. In accordance with the terms of the DeStefano Restricted Stock Agreement, the restrictions on the DeStefano Performance Shares shall lapse as follows: (i) 5,000 shares of the DeStefano Performance Shares (the "DeStefano Tranche 1") shall no longer be subject to the restrictions set forth in the DeStefano Restricted Stock Agreement on the date that the trading price of the Common Stock of the Registrant equals or exceeds fifty six dollars ($56.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the third anniversary of the restricted stock grant but no earlier than November 1, 2005, (ii) the remaining 5,000 shares of the DeStefano Performance Shares shall no longer be subject to the restrictions set forth in the DeStefano Restricted Stock Agreement on the date that the stock price of the Common Stock of the Registrant equals or exceeds sixty four dollars ($64.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) for ten (10) consecutive trading days (measured on a VWAP basis) prior to the fifth anniversary of the restricted stock grant, or (iii) (a) the DeStefano Tranche 1 shall no longer be subject to the restrictions set forth in the DeStefano Restricted Stock Agreement on the date of a Change-of-Control Event (as defined in the Registrant's 2003 Amended and Restated Stock Incentive Plan), or in lieu thereof, all of the DeStefano Performance Shares granted in the DeStefano Restricted Stock Agreement shall no longer be subject to the restrictions set forth in the DeStefano Restricted Stock Agreement on the date of a Change-of-Control Event if the trading price of the Common Stock of the Registrant equals or exceeds thirty two dollars ($32.00) per share on the New York Stock Exchange (or any other national securities exchange on which such Common Stock may then be traded) immediately prior to the consummation of the Change-of-Control Event, or (b) the Board of Directors approves, in its sole discretion, such vesting. If Ms. DeStefano is either fired by the Registrant or leaves voluntarily, Ms. DeStefano will surrender all unvested DeStefano Performance Shares issuable pursuant to the DeStefano Restricted Stock Agreement. The restrictions on the DeStefano Performance Shares contained in the DeStefano Restricted Stock Agreement prohibit Ms. DeStefano from selling, transferring, assigning, pledging or otherwise encumbering or disposing of the DeStefano Performance Shares until such restrictions shall have lapsed in accordance with the terms of the DeStefano Restricted Stock Agreement. 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 26, 2005 JARDEN CORPORATION By: /s/ Desiree DeStefano ---------------------------- Name: Desiree DeStefano Title: Executive Vice President - Finance and Treasurer
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8-K Filing
Jarden (JAH) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 27 Jun 05, 12:00am