-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FVG4EuxkQ8Qq/aTm6x+3DgHYUIOfI7siTKDWtCIsgxEaGKV3ZtwopKyBQ8lQpEw9 eWwlEY8D7Mv0rpzt6SRKvQ== 0001275287-07-000208.txt : 20070119 0001275287-07-000208.hdr.sgml : 20070119 20070119171353 ACCESSION NUMBER: 0001275287-07-000208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070116 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070119 DATE AS OF CHANGE: 20070119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Novelis Inc. CENTRAL INDEX KEY: 0001304280 STANDARD INDUSTRIAL CLASSIFICATION: ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350] IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32312 FILM NUMBER: 07541531 BUSINESS ADDRESS: STREET 1: 3399 PEACHTREE ROAD NE, SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 404-814-4210 MAIL ADDRESS: STREET 1: 3399 PEACHTREE ROAD NE, SUITE 1500 CITY: ATLANTA STATE: GA ZIP: 30326 8-K 1 ni8603.txt FORM 8-K ================================================================================ 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) January 16, 2006 NOVELIS INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Canada 001-32312 98-0442987 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326 ------------------------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (404) 814-4200 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: [ ] 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. On January 16, 2006, Novelis Inc. (the "Company"), entered into a letter agreement (the "Agreement") with Edward A. Blechschmidt, a director and Acting Chief Executive Officer ("Acting CEO"), regarding the terms of his employment as Acting CEO. Pursuant to the Agreement, Mr. Blechschmidt became the Acting CEO effective January 2, 2007 and will serve as an "at will" employee until a permanent Chief Executive Officer is hired. While serving as Acting CEO, Mr. Blechschmidt will receive, in addition to his usual compensation as a director of the Company, (a) a base salary of $65,000 per month, (b) short term incentive compensation with a 0%to 200% (as approved by the Board of Directors) payout potential based on his monthly base salary and months of service, and (c) a discretionary Acting CEO completion bonus as may be recommended by the Human Resources Committee and approved by the Board of Directors. Both the short term incentive and discretionary bonus will be based on the evaluation of quarterly objectives as approved by the Board of Directors and will be payable at the end of his employment as Acting CEO. Additionally, Mr. Blechschmidt will be reimbursed for all reasonable business expenses incurred as Acting CEO. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits 10.1 Letter Agreement between Novelis Inc. and Edward A. Blechschmidt dated as of January 16, 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: January 17, 2006 By: /s/ Nichole Robinson -------------------- Nichole Robinson Secretary INDEX TO EXHIBITS Exhibit Number Description - ------- --------------------------------------------------------------------- 10.1 Letter Agreement between Novelis Inc. and Edward A. Blechschmidt dated as of January 16, 2006 EX-10.1 2 ni8603ex101.txt EXHIBIT 10.1 Exhibit 10.1 January 05 2007 Edward A. Blechschmidt 202 S. Radnor-Chester Road Villanova,PA 19085 Dear Ed, This letter agreement confirms your employment as Acting Chief Executive Officer ("CEO") of Novelis Inc. effective as of January 02 2007. As Acting CEO, your employment with Novelis will be "at will" and, as such, may be terminated at any time, by either you or Novelis, with or without advance notice or cause. While you are Acting CEO, Novelis will continue its search for a permanent Chief Executive Officer. Beginning January 02 2007, and so long as you are Acting CEO: o Novelis will pay you (a) a base salary of $ 65,000 per month, payable in accordance with the Company's normal payroll cycle, (b) a short term incentive plan covering the term of the assignment with a 0 to 200% payout potential based off the monthly $ 65,000 base. example: 3 month term: 3 x (0 - 200% as approved by the Board) x $ 65,000, and (c) a discretionary Acting CEO completion bonus as recommended by the Human Resources Committee and approved by the Board. Sections (b) and (c) will be based on the evaluation of quarterly objectives as approved by the Board, payable at the end of the assignment, and all three sections will be subject to all applicable tax and other withholdings. o You will continue to receive separate compensation to which you would otherwise be entitled as a member of the Board; o Novelis will reimburse you for all reasonable business expenses incurred in accordance with its customary policies; o You will not be eligible to participate in the Company's employee benefit plans. o Due to the temporary status of your employment, you will not be entitled to any separation or severance-related pay following your termination of employment as Acting CEO. Please acknowledge acceptance of the foregoing by executing the letter below and returning it to my attention. Please retain a copy for your records. Sincerely, /s/ Clarence J. Chandran 1/16/07 -------------------------------------- Clarence J. Chandran Chair of the Human Resources Committee of the Board of Directors Acceptance: /s/ Ed Blechschmidt 1/5/07 Ed Blechschmidt Date -----END PRIVACY-ENHANCED MESSAGE-----