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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
October 17, 2007
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Date of Report (Date of earliest event reported)
AptarGroup, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-11846 36-3853103
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014
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(Address of principal executive offices)
Registrant's telephone number, including area code: 815-477-0424.
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N/A
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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))
Item 2.02 Results of Operations and Financial Condition.
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On October 17, 2007, AptarGroup, Inc. ("AptarGroup") announced its results
of operations and financial condition for the quarter ended September 30, 2007.
The press release regarding this announcement is furnished as Exhibit 99.1
hereto.
The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of
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Certain Officers
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(e) On October 17, 2007, in connection with the previously announced
appointment of Vice Chairman Peter Pfeiffer to succeed President and
Chief Executive Officer Carl Siebel upon his retirement, AptarGroup
entered into an Employment Agreement with Mr. Pfeiffer that pertains
to his appointment as Chief Executive Officer beginning on January 1,
2008 (the "Employment Agreement"). The Employment Agreement provides
for employment through December 31, 2010 at an initial salary of
$750,000 per year, which amount may be increased (but not decreased)
over the remaining term of the agreement. The Employment Agreement
automatically extends for one additional year each December 31, unless
terminated.
If employment ends on account of death, Mr. Pfeiffer's estate will
receive one-half of the annual salary that Mr. Pfeiffer would have
received until the second anniversary of his death. If employment ends
due to the expiration of the Employment Agreement, Mr. Pfeiffer is
entitled to receive an amount equal to his salary until the first
anniversary of the termination. If Mr. Pfeiffer is terminated without
"cause" (as defined in the agreement), he is entitled to receive an
amount equal to his salary until the date on which the agreement was
scheduled to expire. If Mr. Pfeiffer's employment is terminated for
any of the foregoing reasons or on account of disability or retirement
during the third or fourth quarters of AptarGroup's fiscal year, he is
entitled to receive any bonus payable, prorated for such fiscal year.
If Mr. Pfeiffer terminates the agreement without "good reason" (as
defined in the agreement) or AptarGroup terminates the agreement for
cause, Mr. Pfeiffer is not entitled to payments under the Employment
Agreement (other than certain accrued amounts and plan benefits which
by their terms extend beyond termination of employment).
After a change in control of AptarGroup, if Mr. Pfeiffer's employment
is terminated by AptarGroup or its successor other than for cause,
disability or death, or if Mr. Pfeiffer terminates his employment for
"good reason," in each case within two years following the change in
control, Mr. Pfeiffer is entitled to receive a lump-sum payment equal
to (i) two times his highest annualized salary during the 12 month
period preceding the termination and (ii) two times his highest
annualized bonus in respect of the three fiscal years of AptarGroup
immediately preceding the fiscal year in which the change in control
occurs, plus a prorated annual bonus and the continuation of life
insurance benefits for two years. In the event that such payments
subject Mr. Pfeiffer to excise tax under Section 4999 of the Internal
Revenue Code, Mr. Pfeiffer would generally be entitled to receive a
"gross-up" payment to reimburse him for such excise tax. The agreement
contains certain noncompetition and nonsolicitation covenants
prohibiting Mr. Pfeiffer from, among other things, becoming employed
by a competitor of AptarGroup for a period of one or two years
following termination (depending on the nature of the termination).
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Because Mr. Pfeiffer is a citizen and principal resident of Germany,
certain employment benefits, including medical and life insurance
benefits, and retirement benefits have been provided in existing
agreements between Mr. Pfeiffer and a German subsidiary of AptarGroup.
On October 17, 2007, AptarGroup's German subsidiary entered into a new
Employment Agreement and Supplement to the Pension Scheme Arrangement
with Mr. Pfeiffer. The new German Employment Agreement, which does not
provide for salary in addition to the salary described above, becomes
effective on January 1, 2008 and the existing German Employment
Agreement terminates on that date. The Supplement to the Pension
Scheme Arrangement provides for a one percent increase in Mr.
Pfeiffer's pension benefit for each year of employment after age 60
until he attains 65 years of age.
The description of the Employment Agreement, the new German Employment
Agreement, and the Supplement to the Pension Scheme Arrangement in
this Item 5.02 are qualified in their entirety by reference to the
full text of these agreements, copies of which are attached hereto as
Exhibits 10.1, 10.2, and 10.3, and incorporated herein by reference.
On October 17, 2007, in connection with the previously announced
retirement of President and Chief Executive Officer Carl Siebel that
will be effective December 31, 2007, AptarGroup entered into a
one-year Consulting Agreement with Carl Siebel Consulting GmbH, to
become effective January 1, 2008 ("Consulting Agreement"). The
Consulting Agreement may be extended by AptarGroup for additional
one-year terms. Compensation for the consulting services to be
provided by Mr. Siebel during the year ending December 31, 2008 will
be (euro)165,000 or approximately $234,000 using current exchange
rates and will be paid in equal monthly installments. Pursuant to the
Consulting Agreement, which includes a noncompete provision, Carl
Siebel Consulting GmbH will be an independent contractor, rather than
Mr. Siebel being an employee, of AptarGroup.
The description of the Consulting Agreement in this Item 5.02 is
qualified in its entirety by reference to the full text of the
Consulting Agreement, a copy of which is attached hereto as Exhibit
10.4 and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
10.1 Employment Agreement dated October 17, 2007 of Peter Pfeiffer.
10.2 German Employment Agreement dated October 17, 2007 of
Peter Pfeiffer.
10.3 Supplement to the Pension Scheme Arrangement dated October 17, 2007
pertaining to the pension plan between a subsidiary of
AptarGroup, Inc. and Peter Pfeiffer.
10.4 Consulting Agreement between AptarGroup, Inc. and Carl Siebel
Consulting GmbH dated October 17, 2007.
99.1 Press release issued by AptarGroup, Inc. dated October 17, 2007.
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SIGNATURES
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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, thereunto duly authorized.
AptarGroup, Inc.
Date: October 17, 2007 By: /s/ Stephen J. Hagge
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Stephen J. Hagge
Executive Vice President, Chief
Financial Officer and Secretary
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Exhibit Index
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10.1 Employment Agreement dated October 17, 2007 of Peter
Pfeiffer.
10.2 German Employment Agreement dated October 17, 2007 of
Peter Pfeiffer.
10.3 Supplement to the Pension Scheme Arrangement dated
October 17, 2007 pertaining to the pension plan between
a subsidiary of AptarGroup, Inc. and Peter Pfeiffer.
10.4 Consulting Agreement between AptarGroup, Inc. and Carl
Siebel Consulting GmbH dated October 17, 2007.
99.1 Press Release issued by AptarGroup, Inc. dated October
17, 2007.
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