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):
March 7, 2006
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.
On March 7, 2006, the Compensation Committee of the Board of Directors of
Spartech Corporation (the Company) adopted a Severance and Noncompetition Policy
applicable to the Company's executive officers, whose compensation is subject to
the authority of the Committee. The Policy, which is attached to this Form 8-K
as Exhibit 10.1, was ratified by the full Board of Directors on March 8, 2006.
The Policy replaces the Company's prior practice of entering into employment
agreements with its executive officers with a policy of entering into Severance
and Noncompetition Agreements with its executive officers, in the forms
specified in the Policy.
Pursuant to the Policy, on March 7, 2006 the Company entered into the specified
forms of Severance and Noncompetition Agreements with each of its seven
Executive Officers, namely:
George A. Abd, President and Chief Executive Officer
Steven J. Ploeger, Executive Vice President, Sheet & Engineered Products
Randy C. Martin, Executive Vice President and Chief Financial Officer
Jeffrey D. Fisher, Senior Vice President, General Counsel and Secretary
Darrell W. Betz, Senior Vice President of Global Human Resources
Phillip M. Karig, Vice President, Purchasing & Supply Chain Management, and
Michael G. Marcely, Vice President and Corporate Controller
The Severance and Noncompetition Agreements provide that although the Company
may terminate the officers' employment at any time, if the termination is
without Cause (as defined in the Agreements) or if the employee terminates his
or her employment for Good Cause (as defined in the Agreements) the employee
will be entitled to severance payments from the Company. The total amount of the
severance payments is equivalent to twelve months' salary and bonus, or
twenty-four months' salary and bonus in the case of the Chief Executive Officer.
The forms of Agreements for the Chief Executive Officer, Chief Financial
Officer, General Counsel and Executive Vice President also provide for an
additional six months' of severance payments if the termination occurs within 24
months after a Change in Control, as defined in the Agreements.
The Agreements also provide that the employee will not compete with the Company
for a period of twelve months after his or her employment terminates for any
reason, and that the employee will maintain the confidentiality of Company
information indefinitely.
Item 1.02. Termination of a Material Definitive Agreement.
In conjunction with the adoption of the above Severance and Noncompetition
Policy and the entry into the related Severance and Noncompetition Agreements,
on March 7, 2006 Steven J. Ploeger and Jeffrey D. Fisher agreed to terminate
their previously existing Employment Agreements with the Company. These
Employment Agreements, which provided for minimum guaranteed salaries (at levels
less than the individuals' current base salaries), would have expired on April
30, 2007 and December 31, 2006, respectively. The Company did not incur any
penalties or payments as a result of the termination.
At this time the Company has no employment agreements with its executive
officers.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
1. On March 7, 2006, pursuant to the recommendation of its Governance
Committee, the Board of Directors approved substantial amendments to, and a
complete restatement of, the Company's Bylaws. A copy of the amended and
restated Bylaws is attached to this Form 8-K as Exhibit 3.1. The principal
effects of the amendments are generally to:
- Make terminology gender-neutral;
- Eliminate certain provisions which merely duplicate Delaware law;
- Update and clarify the provisions for meetings of shareholders and
directors;
- Expand the provisions on notice to directors to permit notice by
e-mail or courier and to require each director to provide contact
information; and
- Revise the provisions on the duties and authority of the Company's
officers to make them more flexible and to reflect the Company's
change to a non-executive Chairman.
2. On March 8, 2006, the Company's shareholders approved five separate
amendments to the Company's Certificate of Incorporation, all of which are
described in the definitive Proxy Statement for the Company's 2006 Annual
Meeting of Shareholders filed with the Securities and Exchange Commission on
January 31, 2006. Six amendments were proposed in the Proxy Statement; however,
Proposal #4E, to eliminate the right of the shareholders to act by written
consent, was not approved.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
- ------- -----------
3.1 Bylaws of the Company, as Amended and Restated March 7, 2006
10.1 Executive Severance and Noncompetition Policy, as adopted
March 7, 2006.
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 March 9, 2006 By /s/ JEFFREY D. FISHER
-------------------------------------
Jeffrey D. Fisher
Senior Vice President and General
Counsel