8-K: Current report filing
Published on August 1, 2005
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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) July 27, 2005
NOVELIS INC.
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(Exact name of registrant as specified in its charter)
CANADA 001-32312
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(State or other jurisdiction (Commission (I.R.S. 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
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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 (see General Instruction A.2. below):
[ ] 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 July 1, 2002, Alcancorp, a wholly-owned subsidiary of Alcan, Inc.,
entered into a Deferred Share Agreement with Martha Finn Brooks pursuant to
which Alcancorp agreed to grant to Ms. Brooks 33,500 shares of Alcan common
stock on August 1, 2005, the date of her third anniversary of employment, as
compensation for the loss by Ms. Brooks of accrued benefits and unvested
restricted stock at her former employer. In connection with our separation from
Alcan on January 6, 2005, we assumed Alcancorp's obligations under the Deferred
Share Agreement and the 33,500 shares of Alcan common stock to be granted were
converted into 66,477.4 shares of our common stock. On July 27, 2005, the
Deferred Share Agreement was amended to provide that we will, in lieu of
granting Ms. Brooks 66,477.4 shares of our common stock, pay Ms. Brooks cash in
an amount equal to the value of such shares based on the closing price of such
shares on the New York Stock Exchange on August 1, 2005, subject to applicable
withholding taxes.
ITEM 9.01. EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Deferred Share Agreement between Alcancorp and Martha F. Brooks
dated July 1, 2002
10.2 First Amendment to the Deferred Share Agreement between Alcancorp
and Martha F. Brooks dated July 27, 2005
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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.
NOVELIS INC.
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(Registrant)
Date: July 29, 2005
/s/ DAVID KENNEDY
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David Kennedy
Secretary
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