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) December 22, 2004
U.S. Can Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-13678 06-1094196
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
700 East Butterfield Road, Suite 250, Lombard, IL 60148
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 678-8000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneous 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 13e04(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
Item 1.01 Entry Into a Material Definitive Agreement
On December 23, 2004, U.S. Can Corporation (the "Company") announced that Sandra K. Vollman will resign as Chief Financial
Officer in the first quarter of 2005. In connection with her agreement to continue her employment, Ms. Vollman will receive a lump
sum stay bonus equal to nine months of salary and car allowance at the rates in effect on the date of her resignation.
The Company also announced that it had finalized an Employment Agreement between the Company and Anthony MacLaurin on
December 22, 2004, effective as of July 1, 2004. Pursuant to the Employment Agreement, Mr. MacLaurin will serve as the Company's
Executive Vice President of International. The Employment Agreement has an initial one-year term and will be extended automatically
for successive one-year periods thereafter, unless notice is otherwise given. The Employment Agreement provides that Mr. MacLaurin
will receive an annual base salary of $337,000 and will be eligible to receive a bonus upon the achievement of certain objectives, as
determined by the Company's board of directors. Pursuant to the Employment Agreement, Mr. MacLaurin will purchase, at fair market
value, shares of the Company's stock subject to a five-year vesting period.
A copy of the press release announcing the resignation of Ms. Vollman and hiring of Mr. MacLaurin is attached as an exhibit
to this report.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As disclosed above under Item 1.01, on December 23, 2004, the Company announced that Sandra K. Vollman will resign as Chief
Financial Officer in the first quarter of 2005.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. ______________________________________Description of Exhibit______________________________________
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99.1 Press Release dated December 23, 2004.
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.
/s/ George V. Bayly____ ______________
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Name: George V. Bayly
Title: Co-Chairman of the Board and Chief
Executive Officer
Date: December 23, 2004
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release dated December 23, 2004.
US Can Inactive
Filed: 23 Dec 04, 12:00am