-----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, WXAgw9Bd9V/BIodkGwhLeDGTQDF5FbKu9ebveqQ1Nl51tJsn70JMk3SagF67m9XE /kgugKVX31MHVcMfJsu9TQ== 0000899140-02-000009.txt : 20020413 0000899140-02-000009.hdr.sgml : 20020413 ACCESSION NUMBER: 0000899140-02-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011218 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351828377 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 2505145 BUSINESS ADDRESS: STREET 1: 5875 CASTLE CREEK PARKWAY, NORTH DRIVE STREET 2: SUITE 440 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-4330 BUSINESS PHONE: 3175775000 MAIL ADDRESS: STREET 1: 5875 CASTLE CREEK PARKWAY, NORTH DRIVE STREET 2: SUITE 440 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-4330 8-K 1 a987561a.txt CURRENT REPORT ON FORM 8-K 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 18, 2001 ------------------ Alltrista Corporation --------------------- (Exact name of registrant as specified in its charter) Delaware 0-21052 35-1828377 - -------- ------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 555 Theodore Fremd Avenue, Suite B302, Rye, New York 10580 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (914) 967 9426 -------------- 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250 ------------------------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5. Other Events. On December 18, 2001, at a special meeting of stockholders, the Registrant's stockholders approved the following proposals: (i) to reincorporate the Registrant in the State of Delaware (the "Reincorporation"); (ii) to increase the number of the Registrant's shares of common stock authorized for issuance; (iii) to include a provision in the certificate of incorporation of the Registrant following the Reincorporation eliminating liability for directors other than as required under Delaware law; (iv) to amend and restate the Registrant's 1998 Long-Term Equity Incentive Plan to increase the number of shares of common stock that may be issued thereunder by 350,000 shares and to eliminate the annual automatic share increase currently provided for in said plan; and (v) to adopt the Registrant's 2001 Stock Option Plan. A copy of the Registrant's press release announcing the stockholders' approval of the above proposals is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits: The following exhibit is filed as part of this report: 99.1 Press Release of the Registrant, dated December 24, 2001. 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. ALLTRISTA CORPORATION By: /s/ Ian G.H. Ashken ------------------------------ Ian G.H. Ashken Vice President, Secretary and Treasurer Dated: January 9, 2002 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release of the Registrant, dated December 24, 2001. EX-99.1 4 a987561b.txt PRESS RELEASE Exhibit 99.1 ------------ Alltrista Corporation News 555 THEODORE FREMD AVENUE, SUITE B302, RYE, NEW YORK 10580 - -------------------------------------------------------------------------------- Alltrista Corporation Stockholders Approve Proposals at Special Meeting ----------------------------------------------------------------------- RYE, New York, -- December 24, 2001 - Alltrista Corporation (NYSE:ALC) announced that, at a special meeting for stockholders held on December 18, 2001, the Corporation's stockholders approved all five proposals. The proposals were (i) to reincorporate the Corporation in the State of Delaware, (ii) to increase the number of shares of Common Stock authorized for issuance, (iii) to include a provision in the certificate of incorporation of the new Delaware Corporation eliminating liability for directors other than as required under Delaware law, (iv) to amend the Corporation's 1998 Long-Term Equity Incentive Plan, and (v) to adopt the Corporation's 2001 Stock Option Plan. Following the approval of the stockholders to reincorporate, Alltrista began trading as a Delaware Corporation on December 20, 2001. Martin E. Franklin, Alltrista's chairman and chief executive officer said, "We are pleased that the shareholders supported the continuing reorganization of the Company into a platform from which we can start to grow in 2002." Alltrista Corporation operates two distinct business segments, Consumer Products and Materials Based. Consumer Products is a leading marketer of home food preservation products and is the leading provider of home canning products in North America under the Ball(R), Kerr(R) and Bernardin(R) brands. The Materials Based group consists of manufacturing operations in Injection Molding plastics and Thermoforming plastics and is the country's largest producer of zinc strip and fabricated products, including coin blanks for U.S. and foreign mints. Please visit the Company's web site at www.alltrista.com for further information. Note: This news release contains" forward-looking statements" within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Alltrista's markets and the demand for its products. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary are included in the Company's periodic reports filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2000 and its Form 10-Q for the three months ended September 30, 2001. -----END PRIVACY-ENHANCED MESSAGE-----