8-K: Current report filing
Published on April 6, 2006
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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) March 31, 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 March 31, 2006, Novelis Inc. (the "Company") entered into a
transition agreement with its Chief Financial Officer, Geoff Batt, regarding the
terms of his departure from the Company. This agreement sets forth the terms of
Mr. Batt's remaining employment with the Company. Pursuant to the agreement, Mr.
Batt will remain employed with the Company until he signs the Company's Annual
Report on Form 10-K for 2005 and is entitled to receive his normal compensation
during this time. Upon the filing of the Annual Report, Mr. Batt is entitled to
receive an amount equal to 24 months of his cash compensation (including any
short term incentives) if he elects to claim that he has been terminated per the
terms of his Change of Control Agreement entered into on November 8, 2004. After
Mr. Batt has signed the 2005 Annual Report on Form 10-K, he will be eligible to
receive relocation reimbursement for the sale of his home in Georgia. Mr. Batt's
successor has not yet been named. The agreement is attached hereto as Exhibit
10.1
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April 5, 2006, the Company issued a press release, a copy of which
is attached hereto as Exhibit 99.1.
ITEM 5.02(a) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On April 5, 2006, the Company announced in a press release that the
Board of Directors will appoint William T. Monahan as its new Chairman upon the
retirement of J.E. (Ted) Newall following the Annual Meeting currently scheduled
for June 29, 2006. A copy of the press release is attached hereto as Exhibit
99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
10.1 Agreement Concerning Transition from Employment between Novelis Inc.
and Geoff Batt dated March 31, 2006
99.1 Novelis Inc. Press release dated April 5, 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: April 5, 2006 By: /s/ David Kennedy
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David Kennedy
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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10.1 Agreement Concerning Transition from Employment between Novelis Inc.
and Geoff Batt dated March 31, 2006
99.1 Novelis Inc. Press release dated April 5, 2006