================================================================================
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) January 16, 2006
NOVELIS INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 814-4200
Not Applicable
--------------------------------------------------------------
(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))
================================================================================
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 16, 2006, Novelis Inc. (the "Company"), entered into a
letter agreement (the "Agreement") with Edward A. Blechschmidt, a director and
Acting Chief Executive Officer ("Acting CEO"), regarding the terms of his
employment as Acting CEO. Pursuant to the Agreement, Mr. Blechschmidt became the
Acting CEO effective January 2, 2007 and will serve as an "at will" employee
until a permanent Chief Executive Officer is hired. While serving as Acting CEO,
Mr. Blechschmidt will receive, in addition to his usual compensation as a
director of the Company, (a) a base salary of $65,000 per month, (b) short term
incentive compensation with a 0%to 200% (as approved by the Board of Directors)
payout potential based on his monthly base salary and months of service, and (c)
a discretionary Acting CEO completion bonus as may be recommended by the Human
Resources Committee and approved by the Board of Directors. Both the short term
incentive and discretionary bonus will be based on the evaluation of quarterly
objectives as approved by the Board of Directors and will be payable at the end
of his employment as Acting CEO. Additionally, Mr. Blechschmidt will be
reimbursed for all reasonable business expenses incurred as Acting CEO.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Letter Agreement between Novelis Inc. and Edward A. Blechschmidt dated as
of January 16, 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: January 17, 2006 By: /s/ Nichole Robinson
--------------------
Nichole Robinson
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- ---------------------------------------------------------------------
10.1 Letter Agreement between Novelis Inc. and Edward A. Blechschmidt
dated as of January 16, 2006