0001104659-05-061332.txt : 20051216 0001104659-05-061332.hdr.sgml : 20051216 20051216165503 ACCESSION NUMBER: 0001104659-05-061332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP/DE CENTRAL INDEX KEY: 0001012100 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 650654331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12139 FILM NUMBER: 051270282 BUSINESS ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663-5291 BUSINESS PHONE: 2017917600 MAIL ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663-5291 FORMER COMPANY: FORMER CONFORMED NAME: WR GRACE & CO/DE DATE OF NAME CHANGE: 19961015 FORMER COMPANY: FORMER CONFORMED NAME: GRACE HOLDING INC DATE OF NAME CHANGE: 19960805 8-K 1 a05-21950_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): December 15, 2005

SEALED AIR CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-12139	65-0654331
(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)

Park 80 East
Saddle Brook, New Jersey		07663-5291
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 201-791-7600

Not Applicable

(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:

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.

At a meeting of the Board of Directors (the “Board”) of Sealed Air Corporation (the “Corporation”) held on December 15, 2005, the Board set the amount of the Annual Retainer (as defined in the Corporation’s 2002 Stock Plan for Non-Employee Directors) to be paid to non-employee directors of the Corporation who are elected at the 2006 Annual Meeting of Stockholders at $75,000. The annual retainer that was earned by a non-employee director of the Corporation who was elected at the Corporation’s 2002 through 2005 annual meetings was $60,000. The other compensation arrangements for non-employee directors of the Corporation remain as previously reported in the Corporation’s proxy statement for its 2005 annual meeting. A copy of the Board’s adopting resolution is included as Exhibit 10 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10 Resolution Relating to 2006 Annual Retainer for Non-Employee Directors of Sealed Air Corporation.

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.

SEALED AIR CORPORATION


By:	/s/ Mary A. Coventry
Name:		Mary A. Coventry
Title:		Vice President

Dated: December 16, 2005

EXHIBIT INDEX

Exhibit No.		Description

10		Resolution Relating to 2006 Annual Retainer for Non-Employee Directors of Sealed Air Corporation.

EX-10 2 a05-21950_1ex10.htm MATERIAL CONTRACTS

Exhibit 10

SEALED AIR CORPORATION

Board of Directors Meeting

December 15, 2005

Resolution Relating to 2006 Annual Retainer

for Non-Employee Directors of Sealed Air Corporation

RESOLVED THAT the amount of the Annual Retainer (as defined in the Sealed Air Corporation 2002 Stock Plan for Non-Employee Directors) to be paid to Non-Employee Directors of the Corporation who are elected at the 2006 Annual Meeting of Stockholders shall be and is $75,000.

By:

/s/ Mary A. Coventry