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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 23, 2006
NOVELIS INC.
(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 28, 2006, Novelis Inc. (the "Company"), announced that Rick Dobson,
age 47, will be the new Chief Financial Officer for the Company, effective July
19, 2006. Mr. Dobson signed an offer letter on June 23, 2006, and will receive
an annual base salary of $450,000. In addition, Mr. Dobson is eligible for short
term incentive pay with a target payout equal to 75% of his base salary
annually. Mr. Dobson will also be eligible to participate in our long-term
incentive plan if approved by shareholders (with a target annual opportunity
level of $750,000, subject to adjustment of up to 2.5 times depending on
performance) and will receive prerequisites customarily provided to our
executives, including a company automobile and assistance for education expenses
for his children. Mr. Dobson will also participate in our broad based employee
benefit and health plans. We have agreed to pay certain relocation costs and
reimburse travel expenses in connection with Mr. Dobson's relocation and
transition from Kansas City, Missouri, including the purchase of his Kansas City
home if he is unsuccessful in selling it after reasonable effort. Under the
offering letter, he will also be entitled to receive 12 months severance pay and
benefits if terminated.
On June 28, 2006, 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 current Chief Financial Officer, Geoff Batt,
regarding the terms of his departure from the Company. These agreements set
forth the terms of Mr. Batt's remaining employment with the Company and the
compensation and other benefits payable to Mr. Batt.
Pursuant to these agreements, the Company and Geoff Batt have mutually
agreed to terminate his role as Chief Financial Officer effective as of July 19,
2006; however, Mr. Batt will remain an employee of the Company through August
11, 2006 (the "Separation Date"). Until the Separation Date, Mr. Batt's
compensation, benefits, and pension funding will continue at their present
levels. Pursuant to an election made by Mr. Batt in his change of control
agreement, dated November 8, 2004, he is also entitled to receive an amount
equal to 24 months of his total cash compensation (including any short term
incentives). Additionally, Mr. Batt is entitled to liability indemnification and
relocation expenses including the purchase of his Georgia home, subject to a
best efforts sales clause.
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 Geoff Batt have mutually
agreed to terminate his role as Chief Financial Officer effective as of July 19,
2006. Mr. Batt will continue as an employee of the Company through August 11,
2006.
(c) As described in Item 1.01 above, Rick Dobson, age 47, will be the new Chief
Financial Officer for the Company, effective July 19, 2006. He has been the
Chief Financial Officer of Aquila, Inc., the Kansas City, Missouri-based
operator of electricity and natural gas distribution utilities, since 2002. Mr.
Dobson was Vice President of Financial Management for Aquila Merchant Services,
a top five energy merchant company, from 1997 to 2002. He served as Vice
President and Controller of ProEnergy, a natural gas marketing venture for
Apache, from 1995 to 1997, and of Aquila Energy Corporation from 1989 to 1995.
Mr. Dobson began his career in 1981 as an audit manager for Arthur Andersen,
specializing in the energy, telecommunications and homebuilding sectors. The
description of Mr. Dobson's offer letter provided in Item 1.01 is incorporated
herein by reference.
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 28, 2006 By: /s/ David Kennedy
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David Kennedy
Secretary
[Timing for filing contracts? Only benefit is that you can incorporate into 1.01
and avoid questions as to whether disclosure was adequate/timely.]