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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 26, 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 26, 2006, the Novelis Inc. (the "Company") Board of
Directors amended the Novelis Inc. 2006 Incentive Plan (the "Plan") approved by
the shareholders at the Company's annual meeting. Pursuant to the amendment, a
new section 3.7 was added to the Plan that reads as follows:
3.7 Additional Limitation on Certain Awards.
Notwithstanding any provision in this Plan to the contrary,
(i) the minimum Performance Period with respect to any
performance-based Award shall be one year and (ii) the minimum
period with respect to any Award which vests or otherwise
becomes payable based solely on the passage of time shall be
three years; provided that up to five percent of the total
Shares reserved for issuance under this Plan may be granted by
the Committee without regard to the limitations set forth in
this Section 3.7.
In all other respects, the Plan remains in effect as approved by the
shareholders. The Plan, as amended, is attached hereto as Exhibit 10.1.
On October 26, 2006, the Board of Directors also authorized an
aggregate grant of 543,070 non-qualified stock options and 76,180 stock
appreciation rights ("SARs") to the named executive officers as defined in our
proxy statement dated September 22, 2006, as amended, and certain other senior
executives identified below under the Novelis Inc. 2006 Incentive Plan, as
amended. The exercise price for all such stock options and SARs is $25.53 per
share.
The following named executive officers received the following awards:
Executive Stock Options SARs
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Martha Brooks 163,230 --
Kevin Greenawalt 43,530 --
David Godsell 33,740 --
The terms of the stock options and SARs are identical in all material
respects, except that the incremental increase in the value of the SARs is paid
in cash rather than shares of the Company's common stock at the time of
exercise.
The option shares or SARs, as applicable, subject to the award are
comprised of two equal portions: premium award shares and non-premium award
shares. Both the premium award shares and non-premium award shares vest ratably
in 25% increments over the four year period measured from October 26, 2006, and
may be exercised, in whole or in part, once vested; provided, however, in no
event may the premium award shares be exercised unless the fair market value per
share on the business day preceding the exercise date equals or exceeds $28.59.
If the participant retires on or after October 26, 2007, then the award
shares will continue to vest in accordance the regular vesting schedule, but
must be exercised in all events no later than the third anniversary following
the participant's retirement date. If the participant retires before October 26,
2007, then the award shares will be forfeited. In the event of the participant's
death or disability, all of the award shares will become immediately vested, but
must be exercised in all events no later than the first anniversary following
the participant's termination of employment. If the participant terminates for
any reason other than retirement, death, disability, or for cause, then the
participant will have ninety days to exercise any vested award shares and all
unvested award shares will be forfeited.
All of the award shares will become immediately vested and exercisable,
without regard to the per share price restriction on premium award shares, upon
a change in control of the Company.
No stock option or SAR may be exercised later than October 25, 2013.
A form of the stock option award is attached hereto as Exhibit 10.2 and
a form of SAR award is attached hereto as Exhibit 10.3.
ITEM 8.01 OTHER EVENTS.
The Board of Directors declared on October 26, 2006, a quarterly
dividend of US$0.01 per common share, payable December 20, 2006, to shareholders
of record at the close of business November 20, 2006. Refer to attached Exhibit
99.1 for details.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Novelis Inc. 2006 Incentive Plan, as amended
10.2 Form of Non-Qualified Stock Option Award
10.3 Form of SAR Award
99.1 Press release of Novelis Inc., issued on October 27, 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: November 1, 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 Inc. 2006 Incentive Plan, as amended
10.2 Form of Non-Qualified Stock Option Award
10.3 Form of SAR Award
99.1 Press release of Novelis Inc., issued on October 27, 2006