WWW.EXFILE.COM, INC. -- 13629 -- HARSCO CORPORATION -- FORM 8-K
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
June
21,
2005
(Date
of earliest
event reported)
____________________
Harsco
Corporation
(Exact
name of
registrant as specified in its charter)
|
DE
|
1-3970
|
23-1483991
|
|
(State
or
other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
of
incorporation)
|
|
|
|
350
Poplar Church Road, Camp Hill, PA
|
17011
|
|
(Address
of
principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code 717-763-7064
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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
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
|
As
part of its continuing review of Corporate Governance matters, on June 21,
2005,
the Board of Directors of the Company approved the replacement of the current Change in Control Severance
Agreements for certain executive officers of the Company.
The primary change to the agreement was to
reduce the principal portion of the payout under the agreement from 2.99 times
the individual’s average W-2 including bonus payments wages for the past five years, to three times the
executive’s annual base salary only. The revised agreement also provides for other changes
to the existing form of agreement, mainly to update and clarify certain
provisions and to address requirements of new Section 409A of the Internal
Revenue Code. The agreement attached as Exhibit 10.1
is a replacement of the current form of agreement that is in place for Messrs.
Hathaway, Butler and Fazzolari. A new agreement attached as Exhibit 10.2 applies to certain Vice
Presidents of the Company including Messrs. Kimmel and Schnoor, who previously were not covered by such an agreement. This agreement
is substantially similar to the agreement in Exhibit 10.1 except that the payout
under the agreement is one times the executive’s annual salary.
|
Item
9.01
|
Financial
Statements and Exhibits
|
|
|
Exhibit
10.1
- |
Form
of
Change in Control Severance Agreement (Chairman, President and CEO
and
Senior Vice Presidents)
|
|
|
Exhibit
10.2
- |
Form
of
Change in Control Severance Agreement (Certain Harsco Vice
Presidents)
|
Exhibit
Index
|
|
Exhibit
10.1
- |
Form
of
Change in Control Severance Agreement (Chairman, President and CEO
and
Senior Vice Presidents)
|
|
|
Exhibit
10.2
- |
Form
of
Change in Control Severance Agreement (Certain Harsco Vice
Presidents)
|
Signatures
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.
| |
|
|
| |
HARSCO
CORPORATION |
| |
(Registrant) |
|
|
|
| Date: June
22, 2005 |
By: |
/s/ Salvatore
D. Fazzolari |
| |
Salvatore
D. Fazzolari |
| |
Senior
Vice
President, Chief Financial Officer
|
| |
and
Treasurer |