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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 3, 2006
APPLETON PAPERS INC.
(Exact name of registrant as specified in its charter)
Delaware 333-82084 36-2556469
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
825 East Wisconsin Avenue
P.O. Box 359
Appleton, Wisconsin 54912-0359
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 734-9841
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 Securities 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))
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EXPLANATORY NOTE:
On October 3, 2006, Appleton Papers Inc. (the "Company") filed a Form 8-K in
connection with its announcement of the appointment of Thomas J. Ferree as the
Vice President of Finance and Chief Financial Officer of the Company. This
Amendment No. 1 on Form 8-K/A hereby amends and restates in its entirety the
Form 8-K to disclose the information regarding the announcement of Mr. Ferree's
appointment under Item 5.02 and to reflect the execution of an offer letter in
connection with his appointment as Chief Financial Officer of the Company under
Item 1.01. Other than as expressly set forth above, this Form 8-K/A does not
purport to reflect any events that have occurred after the Form 8-K was filed on
October 3, 2006.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 29, 2006, Thomas J. Ferree executed an offer letter from the
Company, pursuant to which Mr. Ferree agreed to serve as the Chief Financial
Officer of the Company. The offer letter is effective as of October 16, 2006.
Pursuant to the offer letter, Mr. Ferree will receive an annual base salary of
$325,000, subject to annual review beginning in 2008, and will be eligible to
receive an annual performance bonus (with a target bonus of 50% of his annual
base salary and a bonus of 100% or more of his annual base salary if outstanding
levels are met) in accordance with the Company's performance bonus plan, which
will be determined by the compensation committee of the Company's board of
directors. Mr. Ferree will receive a pro-rated performance bonus for the 2006
fiscal year of 50% of his base salary actually paid in 2006 and will also
receive a cash sign-on bonus of $25,000 at the start of his employment. Pursuant
to the offer letter, the Company expects to award Mr. Ferree 18,500 units
pursuant to the Company's long-term incentive plan effective January 1, 2007
with a value based on the December 31, 2006 share price of the common stock of
Paperweight Development Corp.
In addition, pursuant to the offer letter, Mr. Ferree will be eligible for
coverage under the Company's salaried benefits package (including participation
in the Company's defined benefit pension plan and the Appleton Papers Retirement
Savings and Employee Stock Ownership Plan). He will be eligible for certain
other executive benefits, including participation in the Company's Supplemental
Executive Retirement Plan, a nonqualified deferred compensation plan, an annual
executive perquisite allowance of $15,000 and an executive life insurance
policy. In addition, Mr. Ferree will receive relocation assistance in connection
with his move to the Appleton, Wisconsin area in accordance with the Company's
relocation policy. Pursuant to the offer letter, Mr. Feree will also be entering
into the Company's standard termination protection agreement to which all of the
Company's executive officers are parties.
The foregoing summary of the material terms of the offer letter is qualified in
its entirety by reference to the offer letter, a copy of which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On October 3, 2006, the Company announced the appointment of Thomas J. Ferree as
Vice President of Finance and Chief Financial Officer of the Company. A copy of
the Company's press release announcing the appointment of Mr. Ferree is attached
hereto as Exhibit 99.1.
Prior to joining the Company, Mr. Ferree, 49, served as senior vice president of
finance and chief financial officer of the privately-held dairy processing and
dairy product company Wells' Dairy, Inc. in Le Mars, Iowa. From 1999 to 2003,
Mr. Ferree was the corporate controller for the publicly-held media and
marketing company Meredith Corporation in Des Moines, Iowa. Prior to joining
Meredith Corporation, Mr. Ferree served in executive management positions in
marketing and finance with Banc One Corporation. Prior to joining Banc One
Corporation, from 1981 to 1990, he held financial management positions with
Baxter Healthcare Corporation, including group plant controller. Mr. Ferree
received his bachelor's degree in business administration, accounting and his
master's degree in finance from the University of Iowa.
A brief summary of the material terms and conditions of the offer letter between
the Company and Mr. Ferree is set forth above in Item 1.01 and is incorporated
by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Offer Letter between Appleton Papers Inc. and Thomas J. Ferree.
99.1 Press Release, dated October 3, 2006.
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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.
Date: October 20, 2006
Appleton Papers Inc.
By: /s/ Angela Tyczkowski
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Name: Angela Tyczkowski
Title: Vice President, Secretary and
General Counsel
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Offer Letter between Appleton Papers Inc. and Thomas J. Ferree.
99.1 Press Release, dated October 3, 2006.
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