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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) December 5, 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 (I.R.S. 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
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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 (see General Instruction A.2. below):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 5, 2005, the Corporation and its Chief Executive Officer, Brian
W. Sturgell, entered into a Change of Control Agreement (the "Novelis Change of
Control Agreement"). On January 6, 2005, the Corporation assumed all the
obligations of Alcan set forth in an earlier Change of Control Agreement between
Alcan and Mr. Sturgell dated as of August 1, 2002, as amended by a letter dated
May 11, 2004 (the "Alcan Change of Control Agreement"). The Novelis Change of
Control Agreement replaces the Alcan Change of Control Agreement, although it is
very similar in its terms. The material difference is that the Novelis Change of
Control sets the expiration of the agreement at January 6, 2007 to make it
consistent with the tenure of the change of control agreements in place with the
other executive officers of the Corporation who have such agreements.
ITEM 9.01. EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Change of Control Agreement dated as of December 5, 2005
between Novelis Inc. and Brian W Sturgell.
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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.
NOVELIS INC.
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(Registrant)
Date: December 9, 2005
/s/ DAVID KENNEDY
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David Kennedy
Secretary
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