-----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, V/4/zoPkm0ygd/O7tByqQaSKU/OwBAw4qS9nnTMwBsdmaS506K9zPC428wyhW3fC JEWeNFVnUwPddkzScQ98uw== 0001072613-10-000668.txt : 20100706 0001072613-10-000668.hdr.sgml : 20100705 20100706145809 ACCESSION NUMBER: 0001072613-10-000668 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100706 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100706 DATE AS OF CHANGE: 20100706 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARSCO CORP CENTRAL INDEX KEY: 0000045876 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 231483991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03970 FILM NUMBER: 10938715 BUSINESS ADDRESS: STREET 1: 350 POPLAR CHURCH ROAD CITY: CAMP HILL STATE: PA ZIP: 17011 BUSINESS PHONE: 7177637064 MAIL ADDRESS: STREET 1: 350 POPLAR CHURCH ROAD CITY: CAMP HILL STATE: PA ZIP: 17011 8-K 1 form8k_16857.htm FORM 8-K DATED JULY 6, 2010 form8k_16857.htm
 


 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  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): July 6, 2010


 
Harsco Corporation
(Exact name of registrant as specified in its charter)
 
 
 
DE
 
1-3970
 
23-1483991
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer 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
 
 
________________________________________________________________________________
(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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)  Effective July 6, 2010, and in connection with the new appointments outlined below in Item 8.01, Richard C. Neuffer and Geoffrey D. H. Butler each assumed the title of Vice Chairman of Harsco Corporation (the “Company”), while relinquishing, in the case of Mr. Neuffer, his titles of Senior Vice President and Group Chief Executive Officer, Harsco Rail and Harsco Industrial, and in the case of Mr. Butler, his titles of President of Harsco Corporation and Group Chief Executive Officer, Harsco Infrastructure.
 
(c)  Effective July 6, 2010, the Company’s Chairman and Chief Executive Officer Salvatore D. Fazzolari, age 57, added the title of President to his responsibilities, becoming Chairman, President and Chief Executive Officer of the Company.  Mr. Fazzolari has served as Chairman and Chief Executive Officer of the Company since April 22, 2008.  Mr. Fazzolari served as Chief Executive Officer of the Company since January 1, 2008 and served as President and Chief Financial Officer of the Company from October 10, 2007 to December 31, 2007.  He served as President, Chief Financial Officer and Treasurer of the Company from January 24, 2006 to October 9, 2007 and as a Director since January 2002.  Mr. Fazzolari served as Senior Vice President, Chief Financial Officer and Treasurer from Augu st 1999 to January 2006 and as Senior Vice President and Chief Financial Officer from January 1998 to August 1999.  He served as Vice President and Controller from January 1994 to December 1997 and as Controller from January 1993 to January 1994.  Mr. Fazzolari will continue to be employed at his current annual base salary and at his current target bonus eligibility and current target long-term incentive eligibility under the Company’s 1995 Executive Incentive Compensation Plan.
 
There are no understandings or arrangements between Mr. Fazzolari and any other person pursuant to which Mr. Fazzolari was selected to serve as an officer of the Company. There are no familial relationships between Mr. Fazzolari and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Fazzolari has an interest requiring disclosure under Item 404(a) of Regulation S-K.
 
Mr. Fazzolari is appointed to serve until his successor is duly appointed or his earlier removal or resignation from office.
 
Item 8.01.
Other Events.
 
On July 6, 2010, the Company issued a press release announcing that Stephen J. Schnoor, who serves as the Company’s Senior Vice President and Chief Financial Officer, added the title of Treasurer to his responsibilities, and Richard A. Sullivan, who joined the Company at the beginning of 2009 as Vice President of Business Transformation, added the title of Chief Supply Chain Officer to his responsibilities.
 
As described in the press release, the executive operating management team that reports directly to Mr. Fazzolari has also been reorganized to include new promotions and appointments within the Company’s principal operating groups.  Galdino J. Claro, who joined the Company in 2009, added the title of Executive Vice President, becoming Executive Vice President and Group Chief Executive Officer for the Company’s Harsco Metals and Harsco Minerals business groups.  A new Executive Vice President and Group Chief Executive Officer for the Harsco Infrastructure business group is expected to be announced shortly.  Both Executive Vice President positions as well as their respective Group Chief Financial Officers and other key Group leaders will be based at Harsco’s world headquarters in Camp Hill, Pennsylvania, to provide centralized senior leadership and collaboration in executing the Company’s strategic plans.
 
As also described in the press release, Scott W. Jacoby became Vice President and Group President of the Harsco Rail business group, and Scott H. Gerson was named Vice President and Group President of
 
 
 

 
the Company’s Harsco Industrial business group.  Mr. Gerson will also continue his responsibilities as the Company’s Chief Information Officer until the appointment of his successor.  Mr. Jacoby and Mr. Gerson will also report directly to Mr. Fazzolari.
 
The full text of the press release relating to the above appointments is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01 
Financial Statements and Exhibits

(d)            Exhibits

Exhibit 99.1            Press release dated July 6, 2010.

 
 
 
 
 

 
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: July 6, 2010                      
By:
/s/ Mark E. Kimmel  
   
Mark E. Kimmel
 
   
Senior Vice President, Chief Administrative Officer,
General Counsel and Corporate Secretary
 
 
       
 
 
Exhibit Index

99.1           Press release dated July 6, 2010.

 
 

 

EX-99.1 2 exh99-1_16857.htm PRESS RELEASE DATED JULY 6, 2010 exh99-1_16857.htm
EXHIBIT 99.1

IMMEDIATE RELEASE


HARSCO ANNOUNCES EXECUTIVE MANAGEMENT APPOINTMENTS TO LEAD
NEXT STAGE OF COMPANY’S GLOBAL GROWTH AND TRANSFORMATION

HARRISBURG, PA (July 6, 2010) . . . Worldwide industrial services and engineered products company Harsco Corporation (NYSE: HSC) today announced major appointments within the Company’s senior executive management structure.  The appointments, all effective immediately, reflect the continued strengthening of Harsco’s worldwide leadership team as the Company pursues its continuing global growth and business transformation objectives.

Harsco Chairman and CEO Salvatore D. Fazzolari will add the office of President to his responsibilities, becoming Chairman, President and CEO of the Company.  A 30-year veteran of Harsco, Mr. Fazzolari has been Chairman and CEO since 2008 and has been responsible for developing and executing the Company’s envisioned future business transformation roadmap.

Stephen J. Schnoor, who serves the Company as Senior Vice President and CFO will add the role of Treasurer to his responsibilities, bringing together the Company’s worldwide financial organization under single executive leadership as Senior Vice President, CFO and Treasurer.  Richard A. Sullivan, who joined Harsco at the beginning of 2009 as Vice President of Business Transformation, will add the role of Chief Supply Chain Officer to his responsibilities.  In this additional role, Mr. Sullivan will direct the implementation of the key initiatives developed to streamline and strengthen Harsco’s global supply chain.

The executive operating management team that reports directly to Mr. Fazzolari has been reorganized to include new promotions and appointments within the Company’s principal operating groups.  Galdino J. Claro, who joined Harsco in 2009, will assume the title of Executive Vice President and Group CEO for the Company’s Harsco Metals and Harsco Minerals business groups.  A new Executive Vice President and Group CEO for the Harsco Infrastructure business group is expected to be announced shortly.  Both Executive VP positions as well as their respective Group CFOs and other key Group leaders will be based at Harsco’s world headquarters in Camp Hill, PA to provide centralized senior leadership and collaboration in executing the Company’s strategic plans.

In addition, Scott W. Jacoby has been named VP and Group President of the Harsco Rail business group, and Scott H. Gerson will become VP and Group President of the Company’s Harsco Industrial business group.  Mr. Gerson will also continue his responsibilities as the Company’s Chief Information Officer until the appointment of his successor.  Mr. Jacoby and Mr. Gerson will also report directly to Mr. Fazzolari.

In addition to the appointments outlined above, the Company is pleased to welcome Han Jansen to the Company as Group CFO of the Harsco Metals and Harsco Minerals business groups.  Mr. Jansen comes to Harsco from Royal Philips Electronics N.V.,
 
 
 

 
where he has held progressively responsible financial management positions throughout his 25-year multinational career, including senior positions in Europe, Asia and North America.  Michael Cubitt has been appointed Group CFO of the Harsco Infrastructure group.

Announcing the new positions, Mr. Fazzolari said, “The strengthening of our senior leadership team is a critical component of the CEO envisioned future and has been one of my highest priorities.  With these latest appointments, we have now filled substantially all of our key seats with the right people, giving us and our stockholders a new generation of Company leadership to take our business forward.”

With the new appointments outlined above, Richard C. Neuffer and Geoffrey D. H. Butler will each assume the title of Vice Chair of the Company, providing direct mentorship support to their operating unit successors to ensure an effective transition, while also taking on senior implementation and oversight responsibilities for the Company’s targeted business expansion and emerging market strategies, prior to their anticipated retirements from the Company in December 2010 and June 2011, respectively.

Harsco Corporation provides essential services and equipment to key industries that play a fundamental role in worldwide economic growth, including infrastructure, metals, railways and energy.  Harsco’s common stock is a component of the S&P MidCap 400 Index and the Russell 1000 Index.  Additional information can be found at www.harsco.com. 

# # #

 
Investor Contact
Eugene M. Truett
717.975.5677
etruett@harsco.com
Media Contact
Kenneth D. Julian
717.730.3683
kjulian@harsco.com
 


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