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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
April 18, 2007
Date of Report (Date of earliest event reported)
AptarGroup, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-11846 36-3853103
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
475 West Terra Cotta Avenue, Suite E, Crystal Lake, Illinois 60014
(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.
On April 18, 2007, AptarGroup, Inc. ("AptarGroup") announced its
results of operations and financial condition for the quarter ended March 31,
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 the Exhibit 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 3.03 Material Modification to Rights of Security Holders
See the information disclosed under Item 8.01 which is hereby
incorporated by reference in this Item 3.03.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
(b) On April 18, 2007, President and Chief Executive Officer
("CEO") Carl Siebel notified the Board of Directors ("Board")
of his intention to retire effective December 31, 2007. Mr.
Siebel intends to continue to serve as a director on the
Board. A copy of AptarGroup's press release regarding this
announcement is filed herewith as Exhibit 99.1 and the portion
of the press release regarding this announcement is hereby
incorporated by reference in this Item 5.02(b).
(c) On April 18, 2007, the Board selected Vice Chairman Peter
Pfeiffer to succeed Mr. Siebel as President and CEO upon Mr.
Siebel's retirement on December 31, 2007. Mr. Pfeiffer has
been Vice Chairman and a director of AptarGroup since 1993. On
April 18, 2007, the Board also appointed Executive Vice
President, Chief Financial Officer ("CFO") and Secretary,
Stephen Hagge, to the position of Chief Operating Officer
effective January 1, 2008. Mr. Hagge has been AptarGroup's
Executive Vice President, CFO, and Secretary since 1993 and a
director since 2001. Mr. Hagge will retain his roles as Chief
Financial Officer (and principal accounting officer) and
Secretary. Other information regarding Mr. Pfeiffer required
by Item 5.02(c) is hereby incorporated by reference herein
from AptarGroup's proxy statement dated March 22, 2007 (filed
with the Securities and Exchange Commission on March 22,
2007), which information is attached hereto as Exhibit 99.2.
(e) In connection with Mr. Siebel's notice to the Board described
above, Mr. Siebel notified the Board that his existing Service
Agreement will not be renewed and, accordingly, will terminate
on December 31, 2007. In connection with the appointment of
Mr. Pfeiffer to succeed Mr. Siebel, Mr. Pfeiffer notified the
Board that his existing Service Agreement will not be renewed
and, accordingly, will terminate on April 21, 2008. AptarGroup
and Mr. Pfeiffer are currently discussing the terms of a new
employment agreement to replace his existing Service Agreement
in order to reflect his new duties as President and Chief
Executive Officer. AptarGroup expects that these discussions
will be concluded and a new employment agreement will be
entered into with Mr. Pfeiffer later this year.
Item 8.01 Other Events
On April 18, 2007 AptarGroup announced that its Board of Directors had
declared a two-for-one stock split (the "Stock-Split") to be effected by a 100%
stock dividend to be distributed on May 9, 2007 (the "Distribution Date") to
stockholders of record of AptarGroup's Common Stock, $.01 value ("Common
Stock"), as of the close of business on May 2, 2007.
In accordance with the Rights Agreement dated as of April 7, 2003 (the
"Rights Agreement") between AptarGroup and National City Bank, as Rights Agent,
each share of Common Stock is currently accompanied by one Preferred Stock
Purchase Right (a "Right"). Each Right, after it becomes exercisable and until
such time as it expires or is redeemed, entitles the holder to purchase from
AptarGroup one one-thousandth (1/1000) of a share of AptarGroup's Series B
Junior Participating Preferred Stock ("Preferred Stock") at an exercise price of
$150 per Right. The redemption is $.01 per Right.
As a result of the Stock Split and pursuant to Section 11(p) of the
Rights Agreement, effective as of the Distribution Date, each share of Common
Stock will only have 0.5 of a Right associated with it.
As a result of the Stock Split and pursuant to the Certificate of
Designations establishing the Preferred Stock, effective as of the Distribution
Date: (i) each share of Preferred Stock will be entitled to quarterly dividends
equal to the greater of $1.00 or 2,000 times the aggregate per share amount of
all dividends declared on the Common Stock during the quarter, (ii) each share
of Preferred Stock will be entitled to 2,000 votes on all matters submitted to a
vote of AptarGroup's stockholders and (iii) each share of Preferred Stock will
be entitled to receive a liquidate preference upon any liquidation, dissolution
or winding up of AptarGroup equal to $2,000 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such payment.
The Rights Agreement and the form of Certificate of Designations
establishing the Preferred Stock were filed as Exhibits 99.1 and 99.2,
respectively, to AptarGroup's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on April 7, 2003. Reference is made to the
Rights Agreement for a more complete description of the terms of the Rights.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release issued by AptarGroup, Inc. dated April
18, 2007.
99.2 Information from AptarGroup, Inc.'s Proxy Statement
dated March 22, 2007
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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, thereunto duly authorized.
AptarGroup, Inc.
Date: April 18, 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
Exhibit No.
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99.1 Press Release issued by AptarGroup, Inc. dated April 18, 2007.
99.2 Information from AptarGroup, Inc.'s Proxy Statement
dated March 22, 2007.
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