-----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, URqReYfL9P8NS9Hyz2K70qBZw8EH4x0jU5M3rjnldW0SxXGJvyF8K73WwIvw26S6 LIMLmDXC7QNRjIBYs10bEA== 0001171843-08-000651.txt : 20080822 0001171843-08-000651.hdr.sgml : 20080822 20080822152141 ACCESSION NUMBER: 0001171843-08-000651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080819 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080822 DATE AS OF CHANGE: 20080822 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: 081034542 BUSINESS ADDRESS: STREET 1: P O BOX 8888 CITY: CAMP HILL STATE: PA ZIP: 17001-8888 BUSINESS PHONE: 7177637064 MAIL ADDRESS: STREET 1: PO BOX 8888 CITY: CAMP HILL STATE: PA ZIP: 17001-8888 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) August 19, 2008


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
 
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 (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))

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Harsco Corporation (the "Company") announced that on August 19, 2008, Henry W. Knueppel was appointed to the Company's Board of Directors (the "Board"), effective September 1, 2008. Mr. Knueppel will be deemed an independent director on the Board. Mr. Knueppel's appointment to the Board will bring its current membership to 11, of whom nine are independent directors. Mr. Knueppel is not currently designated to serve on any committees of the Board.

Mr. Knueppel is Chairman and Chief Executive officer of Regal Beloit Corporation, a multi-national organization with operations throughout North America, Europe and Asia serving the HVAC, industrial motor, power transmission and power generation markets. He has served with Regal Benoit in increasingly senior management responsibilities since 1979.

Consistent with the fee schedule established by the Compensation Committee of the Board for non-employee Directors, beginning September 1, 2008, Mr. Knueppel will receive an annual cash retainer of $35,000, $1,500 for each Board meeting attended, $750 for any telephonic meetings and $1,500 for each Board committee meeting attended. Mr. Knueppel will also receive a fee of $1,500 per day for other meetings and duties he is asked to perform in addition to standard Board meetings or duties.

Mr. Knueppel will participate in the Harsco 1995 Non-Employee Directors’ Stock Plan, as amended, and each year during which he serves as a Director, effective the first business day of May 2009, Mr. Knueppel will receive a grant of restricted stock units (currently 2,000 shares), which shall vest in April of the following calendar year. In addition, Mr. Knueppel will be eligible to participate in the Deferred Compensation Plan for Non-Employee Directors, which permits Harsco’s non-employee directors to defer all or a portion of their Board retainer and Board meeting fees until a future date selected by the Director. Mr. Knueppel will also be entitled to indemnification pursuant to a standard director Indemnity Agreement with Harsco.

There are no understandings or arrangements between Mr. Knueppel and any other person pursuant to which Mr. Knueppel was selected to serve as a director of Harsco. There are no family relationships between Mr. Knueppel and any director, executive officer or person nominated or chosen by Harsco to become a director or executive officer, and there are no transactions between Mr. Knueppel or any immediate family member and Harsco or any of its subsidiaries.

The full text of the press release relating to Mr. Knueppel’s Board appointment 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 August 19, 2008.


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Harsco Corporation


Date: August 22, 2008
  By: /s/ STEPHEN J. SCHNOOR
      Stephen J. Schnoor
      Senior Vice President and Chief Financial Officer


  Exhibit Index
  99.1 Press release dated August 19, 2008






EX-99.1 2 newsrelease.htm PRESS RELEASE Harsco Corporation Names Henry Knueppel to Board of Directors

EXHIBIT 99.1

Harsco Corporation Names Henry Knueppel to Board of Directors

HARRISBURG, Pa., Aug. 19, 2008 (GLOBE NEWSWIRE) -- Worldwide industrial services company Harsco Corporation (NYSE:HSC) announced today that Henry W. Knueppel, Chairman and Chief Executive Officer of Regal Beloit Corporation, has been named to the Harsco Board of Directors.

At Regal Beloit, Mr. Knueppel leads a multi-national organization with operations throughout North America, Europe and Asia serving the HVAC, industrial motor, power transmission and power generation markets. Under his leadership, Regal Beloit has significantly expanded its international footprint into China, India and other emerging markets, and has embraced a strong Economic Value Added (EVA(r)) and Lean Six Sigma business culture that has underpinned substantial growth in the company's operating performance. He has served with Regal Beloit in increasingly senior management responsibilities since 1979 and holds degrees from Ripon College and the University of Wisconsin, Whitewater. The addition of Mr. Knueppel to the Harsco Board, which will be effective September 1, 2008, will bring its current membership to 11, of whom nine are independent directors.

Harsco Chairman and CEO Salvatore D. Fazzolari said, "We enthusiastically welcome Henry Knueppel to the Harsco Board, not only for his ongoing executive leadership and global growth experience, but also for the core values to which he has committed himself and the entire Regal Beloit organization for integrity, continuous process improvement and shareholder value creation, all of which are in direct alignment with our own Harsco values."

Harsco Corporation is one of the world's leading diversified industrial services companies, serving key industries that play a fundamental role in worldwide economic growth and development, including infrastructure, metals and railways. The Company employs approximately 23,000 people in 50 countries of operation and recorded 2007 global sales of $3.7 billion. 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.

The Harsco Corporation logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=361

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