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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 30, 2008
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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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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 1.01 Entry into a Material Definitive Agreement
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2008 AptarGroup Director Stock Option Plan
At the annual meeting of stockholders of AptarGroup, Inc. ("AptarGroup")
held on April 30, 2008 (the "Annual Meeting"), AptarGroup's stockholders
approved AptarGroup's 2008 Director Stock Option Plan (the "2008 Director Stock
Option Plan"), which had been previously approved by the AptarGroup's Board of
Directors ("Board of Directors"), subject to stockholder approval.
The following paragraphs provide a summary of the principal terms of the
2008 Director Stock Option Plan. The 2008 Director Stock Option Plan is set
forth in its entirety as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The 2008 Director Stock Option Plan provides for grants of stock options to
non-employee directors in order to provide an incentive for non-employee
directors to maximize the long-term value of AptarGroup's common stock and to
attract and retain highly qualified non-employee directors. The plan will be
administered by the Compensation Committee of the Board of Directors
("Compensation Committee"). The Compensation Committee will not have the
authority to reprice any stock option granted under the plan. All non-employee
directors are eligible to participate in the plan.
Under the plan, the aggregate number of shares subject to options cannot
exceed 500,000 shares of common stock, subject to adjustment in the event of any
stock split, stock dividend, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares, liquidation, spin-off or other
similar change in capitalization or event. If an option expires or is cancelled,
terminated or forfeited without the issuance of shares, the shares subject to
that option will again be available under the plan.
The exercise price per share under each option will not be less than the
closing price of common stock on the grant date (or, if the grant date is not a
trading date, on the next preceding date which was a trading date) on the New
York Stock Exchange. Participants may not transfer options other than (1) by
will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by us or (2) as otherwise permitted in the
option agreement. Except to the extent permitted by the foregoing sentence, each
option may be exercised during a participant's lifetime only by the participant
or the participant's representative or similar person.
The Board of Directors may amend the plan by a resolution adopted by at
least 70% of the members of the Board of Directors, subject to any requirement
of stockholder approval required by applicable law, rule or regulation. No
amendment may impair the rights of a holder of an outstanding option without the
consent of the holder.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain
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Officers
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(e)
Annual Bonus Plan
At the Annual Meeting, AptarGroup's stockholders approved the Annual Bonus
Plan (the "Bonus Plan"), which had been previously approved by the Board of
Directors, subject to stockholder approval.
The following paragraphs provide a summary of the principal terms of the
Annual Bonus Plan. The Bonus Plan is set forth in its entirety as Exhibit 10.2
to this Current Report on Form 8-K and is incorporated herein by reference.
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Under the Bonus Plan, payment of awards to participating employees is
subject to the attainment of specific performance goals established by the
Compensation Committee for a specified period, and other terms and conditions
that may be established by the Compensation Committee.
Upon attainment of the relevant performance goals, a participant will be
eligible to receive an award in cash or restricted stock units, or any
combination of both. Performance goal targets will be expressed in terms of an
objective formula or standard which may be based on an employee's base salary,
or a multiple thereof, at the time or immediately before the performance goals
for such period were established. In all cases, the Compensation Committee has
the sole and absolute discretion to reduce the amount of any payment under the
Bonus Plan that would otherwise be made to any participant or to decide that no
payment shall be made. No participant will receive a payment under the Bonus
Plan with respect to any period having a value in excess of $2,000,000.
2008 AptarGroup Stock Option Plan
At the Annual Meeting, AptarGroup's stockholders approved AptarGroup's 2008
Stock Option Plan (the "2008 Stock Option Plan"), which had been previously
approved by the Board of Directors, subject to stockholder approval.
The following paragraphs provide a summary of the principal terms of the
2008 Stock Option Plan. The 2008 Stock Option Plan is set forth in its entirety
as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by
reference.
The 2008 Stock Option Plan provides for grants of stock options to
employees of AptarGroup in order to attract, retain, motivate, provide
competitive incentive compensation and further the identity of interests of
participants with those of AptarGroup's stockholders. The 2008 Stock Option Plan
permits AptarGroup to grant stock options to employees of AptarGroup and its
subsidiaries and other entities in which AptarGroup has a direct or indirect
equity interest. Stock options may be either "incentive stock options" under
Section 422 of the Internal Revenue Code, or other options.
The plan will be administered by the Compensation Committee. The Committee
will not have authority to reprice any stock option granted under the plan.
Other than stock options, no other type of award may be granted under the plan.
The Compensation Committee may award a maximum of 3,800,000 shares of
common stock pursuant to the plan, subject to adjustment in the event of any
stock split, stock dividend, recapitalization, merger, consolidation,
combination, exchange of shares, liquidation, spin-off or other similar change
in capitalization or event. If stock options expire unexercised or are
cancelled, terminated or forfeited without the issuance of shares, such shares
will again be available under the plan. The maximum number of shares of common
stock subject to options granted during any calendar year to any person will be
500,000, subject to the adjustments described above.
Each option will be exercisable at such time or times as the Compensation
Committee determines at or subsequent to the grant; provided that no option
shall be exercisable later than 10 years after the date of the grant. Stock
options will not be transferable other than (1) by will or the laws of descent
and distribution or pursuant to beneficiary designation procedures approved by
AptarGroup or (2) as otherwise permitted as set forth in the agreement relating
to such grant. Except to the extent permitted by the foregoing sentence, each
stock option may be exercised during a participant's lifetime only by the
participant or the participant's legal representative or similar person.
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The Board of Directors may amend the plan at any time by a resolution
adopted by at least 70% of the members of the Board of Directors, subject to any
requirement of stockholder approval required by applicable law, rule or
regulation, including Section 162(m) of the Internal Revenue Code. No amendment
may impair the rights of the holder of any outstanding stock option without his
or her consent.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
10.1 AptarGroup, Inc. 2008 Director Stock Option Plan
10.2 AptarGroup, Inc. Annual Bonus Plan
10.3 AptarGroup, Inc. 2008 Stock Option Plan
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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: May 1, 2008 By: /s/ Stephen J. Hagge
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Stephen J. Hagge
Executive Vice President, Chief
Operating Officer, and Chief
Financial Officer
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Exhibit Index
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10.1 AptarGroup, Inc. 2008 Director Stock Option Plan
10.2 AptarGroup, Inc. Annual Bonus Plan
10.3 AptarGroup, Inc. 2008 Stock Option Plan
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