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 8, 2004
SPARTECH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-5911 43-0761773
(Commission File Number) (IRS Employer
Identification No.)
120 South Central Avenue, Suite 1700, Clayton, Missouri 63105
(Address of principal executive offices) (Zip Code)
(314) 721-4242
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR230.425)
[ ] 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))
SPARTECH CORPORATION
FORM 8-K
Item 1.01. Entry into a Material Definitive Agreement.
A. Effective December 8, 2004 Spartech Corporation (the Company) entered into
written Indemnification Agreements with a new director, Pamela F. Lenehan, and
two new Vice Presidents, Donna F. Loop and Suzanne M. Riney. These agreements
were identical in all material respects to the Indemnification Agreements
previously entered into between the Company and its other directors and
executive officers, respectively. The form of agreement is an exhibit to this
Form 8-K.
B. Effective December 8, 2004 the Compensation Committee of the Company's Board
of Directors approved standard forms of Incentive Stock Option and Nonqualified
Stock Option awards to executive officers and other employees under the
Company's 2004 Equity Compensation Plan. The Plan was approved by the
Company's stockholders at the March 2004 Annual Meeting. Copies of the approved
forms are exhibits to this Form 8-K.
C. Effective December 8, 2004 the Governance Committee of the Company's Board
of Directors approved a standard form of award of Restricted Stock Units to
directors under the Company's 2004 Equity Compensation Plan. A copy of the
approved form is an exhibit to this Form 8-K.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On December 8, 2004 the Company's Board of Directors expanded the
membership of the Board to nine members, and elected Pamela F. Lenehan as a
Class B director to fill the vacancy thereby created, for a term expiring at the
Company's 2007 Annual Meeting. The Board also named Ms. Lenehan to serve on the
Audit Committee of the Board. There was no arrangement or understanding between
Ms. Lenehan and any other persons pursuant to which Ms. Lenehan was selected as
a director. There has been no transaction involving Ms. Lenehan reportable
under Section 404(a) of Regulation S-K. A copy of the Press Release announcing
Ms. Lenehan's election is an exhibit to this Form 8-K.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
1.01(1) Form of Indemnification Agreement, filed as Exhibit 10.10 to the
Company's Form 10-K filed with the Commission on January 17, 2003 and
incorporated herein by reference.
1.01(2) Form of Incentive Stock Option.
1.01(3) Form of Nonqualified Stock Option.
1.01(4) Form of Restricted Stock Unit Award.
5.02 Press Release announcing the election of Pamela F. Lenehan as a director
of the Company.
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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.
SPARTECH CORPORATION
Date December 13, 2004 By /s/ Randy C. Martin
Randy C. Martin
Executive Vice President -
Corporate Development and
Chief Financial Officer
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