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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) October 19, 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 October 19, 2006, Novelis Inc. (the "Company") amended the Novelis
Conversion Plan of 2005 (the "Amended Plan"). The board of directors originally
adopted the Novelis Conversion Plan on January 6, 2005 (the "Original Plan") to
allow for all Alcan stock options held by employees of Alcan who became our
employees following our spin-off from Alcan to be replaced with options to
purchase our common shares. Similar to the Original Plan, the Amended Plan
provides that new options may be granted under the Conversion Plan (although
none have been granted), all options expire ten years from their date of grant,
all converted options that were vested on the spin-off date continue to be
vested, and all unvested options as of the spin-off date vest in four equal
annual installments beginning on January 6, 2006. However, the Amended Plan will
now allow the immediate vesting of all options upon the death or retirement of
the optionee, whereas the Original Plan did not provide for such immediate
vesting upon death or retirement. The Amended Plan is filed with this report as
Exhibit 10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Novelis Conversion Plan of 2005, as amended on October 19, 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: October 24, 2006 By: /s/ Nichole Robinson
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Nichole Robinson
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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10.1 Novelis Conversion Plan of 2005, as amended on October 19, 2006