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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) June 15, 2006
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 15, 2006, Novelis Inc. (the "Company"), entered into a transition
agreement and the Company's subsidiary, Novelis Corporation, entered into a
release and separation agreement with the Company's Principal Accounting
Officer, Jo-Ann Longworth, each regarding the terms of her departure from the
Company. These agreements set forth the terms of Ms. Longworth's remaining
employment with the Company and the compensation and other benefits payable to
Ms. Longworth.
Pursuant to these agreements, the Company and Jo-Ann Longworth have
mutually agreed to terminate her role as Principal Accounting Officer effective
as of June 16, 2006; however, Ms. Longworth will remain an employee of the
Company through November 9, 2006 (the "Separation Date"). Until the Separation
Date, Ms. Longworth's compensation and benefits will continue at their present
levels. Pursuant to an election made by Ms. Longworth in her change of control
agreement, dated November 8, 2004, she is also entitled to receive an amount
equal to 24 months of her total cash compensation (including any short term
incentives) to be paid no earlier than six months following the Separation Date.
Additionally, in exchange for the cancellation (effective on the Separation
Date) of stock options previously granted to Ms. Longworth, the Company will pay
her $70,000 within 30 days of the Separation Date. Ms. Longworth is also
entitled to liability indemnification and other relocation, tax and outplacement
services.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) As described in Item 1.01 above, the Company and Jo-Ann Longworth
have mutually agreed to terminate her role as Principal Accounting Officer
effective as of June 16, 2006. Ms. Longworth will continue as an employee of the
Company through November 9, 2006.
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: June 21, 2006 By: /s/ David Kennedy
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David Kennedy
Secretary