8-K 1 form8-k_14111.txt HARSCO CORPORATION 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 JANUARY 24, 2006 (Date of earliest event reported) -------------------- HARSCO CORPORATION (Exact name of registrant as specified in its charter) DE 1-3970 23-1483991 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 350 POPLAR CHURCH ROAD, CAMP HILL, PA 17011 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 717-763-7064 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 (see General Instruction A.2. below): [ ] 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 24, 2006, the Company's Board of Directors approved an award of performance-based restricted stock units to five of the Company's executive officers and certain other officers of the Company. Pursuant to such approval, the Company granted the following restricted stock units to the following executive officers of the Company: Number of Restricted Fair Market Value Name Stock Units 01-24-06 ---- ----------- -------- Geoffrey D. H. Butler 5,000 units $ 357,550 President & CEO MultiServ and SGB Groups Salvatore D. Fazzolari 5,000 units $ 357,550 President, Chief Financial Officer & Treasurer Mark E. Kimmel 1,350 units $ 96,539 General Counsel & Corporate Secretary Richard C. Neuffer 2,500 units $ 178,775 Group President Stephen J. Schnoor 1,350 units $ 96,539 Vice President & Controller The awards, which vest after three years of continuous employment, were made pursuant to the terms of the Company's 1995 Executive Incentive Compensation Plan. The form of the award agreement is attached to this filing as Exhibit 10 and is incorporated herein by reference. In addition, the Board approved a cash payment to Derek C. Hathaway, the Company's Chairman and Chief Executive Officer. This payment was in lieu of the restricted stock units award that was made to other officers of the Company as noted above. The Board took into account Mr. Hathaway's present stock holdings and outstanding stock options in the Company and the stage of his career at Harsco, and determined that it was appropriate to award him cash in lieu of the restricted stock units. Mr. Hathaway's cash payment was equal to $715,100 and was based on the average of the high and the low sales price (Fair Market Value as defined by the Executive Incentive Compensation Plan) of the Company's common stock on January 24, 2006 and 10,000 shares. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 10. Restricted Stock Units Agreement EXHIBIT INDEX 10. Restricted Stock Units Agreement 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 hereunto duly authorized. HARSCO CORPORATION (Registrant) DATE: January 26, 2006 /S/ Salvatore D. Fazzolari ----------------- --------------------------------- Salvatore D. Fazzolari President, Chief Financial Officer and Treasurer