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UNITED STATES
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) November 11, 2005
NOVELIS INC.
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(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 814-4200
Not Applicable
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] 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))
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ITEM 5.04 TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT
PLANS.
On November 7, 2005, Novelis Inc. (the "Company") announced its intention to
delay the release of third quarter 2005 results and restate its previously
issued financial statements for the first and second quarters of 2005. As a
result, the registration statement on Form S-8 that registered shares of the
Company's common stock that are acquired pursuant to the employee benefit plans
set forth below will not be available for use until all necessary restatements
and all past-due periodic reports required to be filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are filed with the
Securities and Exchange Commission (the "Commission").
Consequently, the Company must suspend purchases of its common stock (the
"Blackout") by participants in the Alcancorp Employees' Savings Plan and the
Alcancorp Hourly Employees' Savings Plan (the "Existing Plans"). The
Blackout is in addition to the restrictions to which participants in the
Existing Plans will be subject in connection with the Company's adoption of new
employee benefit plans (the "New Plans," and together with the Existing Plans,
the "Plans") and transition of participants from the Existing Plans to the New
Plans, as described in the Company's Current Report on Form 8-K filed with the
Commission on November 3, 2005. The New Plans will be subject to the Blackout if
the New Plans are adopted and the transition of participants from the Existing
Plans to the New Plans occurs prior to the end of the Blackout Period (as
defined below).
The Blackout only prevents participants from making additional investments in
the Company's common stock through the Plans. Participants will still be able to
direct their existing account balances out of the Company's common stock fund
into the other investment options offered under the Plans.
The Blackout will begin on November 11, 2005 and is anticipated to end at 4:00
p.m. Eastern time on the day on which all necessary restatements and all
past-due periodic reports required to be filed under the Exchange Act are filed
with the Commission (the "Blackout Period"). During the Blackout Period and for
a period of two years after the Blackout Period has ended, security holders of
the Company or other interested persons may obtain, without charge, the actual
ending date of the Blackout Period upon written request to 3399 Peachtree Road
NE, Suite 1500, Atlanta, Georgia 30326, Attention: Director of Compensation and
Benefits.
On November 11, 2005, the registrant sent a Memorandum regarding Notice of
Blackout Period to its directors and executive officers pursuant to the
requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of
the Securities and Exchange Commission's Regulation BTR. In accordance with the
unforeseeable circumstance exemption under Section 306(a), the Company
determined that it was unable to give advance notice of the Blackout Period to
the directors and executive officers. A copy of the Memorandum is attached as
Exhibit 99.1 and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
99.1 Memorandum regarding Notice of Blackout Period dated November 11, 2005
SIGNATURE
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.
NOVELIS INC.
Date: November 15, 2005 By: /s/ David Kennedy
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David Kennedy
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Memorandum regarding Notice of Blackout Period dated November 11, 2005