UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) | January 30, 2009 |
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BUILDING MATERIALS CORPORATION OF AMERICA | |
(Exact name of registrant as specified in its charter) | |
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Delaware | |
(State or other jurisdiction of incorporation) | |
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33-81808 | 22-3276290 |
(Commission File Number) | (IRS Employer Identification No.) |
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1361 Alps Road |
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Wayne, New Jersey | 07470 |
(Address of principal executive offices) | (Zip Code) |
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(973) 628-3000 | |
(Registrant’s telephone number, including area code) | |
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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 (see General Instruction A.2. below):
| 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) |
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ADDITIONAL REGISTRANTS
Exact name of registrant as specified in its charter |
State or other jurisdiction of incorporation or organization |
Registration No./I.R.S. Employer Identification No. | Address, including zip code and telephone number, including area code, of registrant’s principal executive offices |
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Building Materials Manufacturing Corporation | Delaware | 333-69749-01/ 22-3626208 | 1361 Alps Road Wayne, NJ 07470 (973) 628-3000 |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On January 30, 2009, David A Harrison converted his full-time employment as the Senior Vice President, Chief Marketing Officer of Building Materials Corporation of America (the "Company") and its subsidiaries to become a consultant to the Company. In connection with this change in employment status, Mr. Harrison ceased being a member of the Board of Directors of the Company and its subsidiaries on such date. To effect this change in status, on January 30, 2009, the Company and Mr. Harrison entered into a Separation Agreement and General Release as well as a related consulting services agreement (the "Consulting Agreement").
(e) For the first twelve months of the Consulting Agreement, Mr. Harrison will receive a monthly fee of $28,000.00. Thereafter, Mr. Harrison will receive a monthly fee of $10,000. Mr. Harrison is prohibited from working with or providing services to a competitor of the Company during the term of the Consulting Agreement and for a period thereafter.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
BUILDING MATERIALS CORPORATION OF AMERICA
BUILDING MATERIALS MANUFACTURING CORPORATION
Dated: February 5, 2009 | By: | /s/ John F. Rebele |
| Name: | John F. Rebele |
| Title: | Senior Vice President, |
| Chief Financial Officer and |
| Chief Administrative Officer |
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