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 16, 2005
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.
Effective June 16, 2005, pursuant to a standing resolution of its Board of
Directors approved on October 24, 2002, Spartech Corporation (the Company)
entered into a written Indemnification Agreement with its recently-elected
Senior Vice President of Global Human Resources, Darrell W. Betz. The agreement
with Mr. Betz is identical in all material respects to the Indemnification
Agreements previously entered into between the Company and its other executive
officers and directors.
The form of Indemnification Agreement was filed as Exhibit 10.10 to the
Company's Form 10-K filed with the Commission on January 17, 2003. It generally,
with certain exceptions, requires the Company to indemnify its directors and
officers against expenses, judgments, fines and penalties which the indemnified
party actually and reasonably incurs in connection with the defense or
settlement of proceedings to which he or she is made a party or is threatened to
be made a party by reason of the fact that he or she is or was a director or
officer of the Company or its subsidiaries. To be entitled to indemnification,
the indemnified party must have acted in good faith and in a manner which he or
she reasonably believed to be in or not opposed to the best interests of the
Company, and with respect to any criminal proceeding, the indemnified party must
have had reasonable cause to believe that his or her conduct was not unlawful.
The Indemnification Agreement requires the Company to advance the indemnified
party's expenses upon the indemnified party's written request, provided that the
indemnified party undertakes in writing to repay the advances if and to the
extent it is ultimately determined that he or she is not entitled to
indemnification.
The indemnification rights of an indemnified party under the Indemnification
Agreement are not exclusive of any other rights the indemnified party may have,
but no payment is required to be made to the extent the indemnified party is
covered by the Company's directors and officers liability insurance policy.
No indemnification may be made under the Indemnification Agreement for expenses,
judgments, fines or penalties resulting from conduct by the indemnified party
which is finally adjudged to have been willful misconduct, knowingly fraudulent,
or deliberately dishonest.
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 June 20, 2005 By /s/ JEFFREY D. FISHER
----------------- ---------------------------------------------
Jeffrey D. Fisher
Senior Vice President and General Counsel