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) June 9, 2005
                                                           ------------

                               Jarden Corporation
                               ------------------
             (Exact name of registrant as specified in its charter)


           Delaware                     0-21052                  35-1828377
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)


555 Theodore Fremd Avenue, Rye, New York                                  10580
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


        Registrant's telephone number, including area code (914) 967-9400
                                                           --------------


                   ------------------------------------------
         (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.

     As part of Jarden Corporation's ("Jarden") Annual Meeting of Stockholders
held on June 9, 2005 (the "Annual Meeting"), the stockholders approved the
Jarden Corporation Amended and Restated 2003 Stock Incentive Plan (the "Amended
and Restated Incentive Plan") The Amended and Restated Incentive Plan was
approved by Jarden's Board of Directors on February 16, 2005, subject to
stockholder approval, and is effective as of June 9, 2005.

     A description of the terms of the Amended and Restated Incentive Plan can
be found in Jarden's definitive proxy statement for the 2005 Annual Meeting of
Stockholders held on June 9, 2005, which was filed with the Securities and
Exchange Commission on May 9, 2005. The section of the definitive proxy
statement entitled "Proposal 2 - Adoption and Approval of the Jarden Corporation
Amended and Restated 2003 Stock Incentive Plan" is incorporated by reference
herein and a copy of the Amended and Restated Incentive Plan is attached hereto
as Exhibit 10.1 and incorporated by reference herein.

Item 5.03 Amendments to Article of Incorporation or Bylaws; Changes in Fiscal Year.

     As part of the Annual Meeting, the stockholders of Jarden, upon the
recommendation of the Board of Directors of Jarden, also approved and adopted
two amendments to the Company's Restated Certificate of Incorporation, as
amended.

     The first amendment was previously approved and adopted by the Board of
Directors of Jarden on February 16, 2005. This amendment increases the number of
authorized shares of Common Stock, par value $.01 per share, of Jarden from
50,000,000 to 150,000,000. See Proposal 4 of Jarden's definitive proxy statement
for a further description of this amendment.

     The second amendment was previously approved and adopted by the Board of
Directors of Jarden on September 15, 2004. The second amendment is to provide
that certain restrictions on transactions with related parties in the Company's
Restated Certificate of Incorporation would not apply to Warburg Pincus and its
affiliates until October 8, 2009, unless Warburg Pincus together with its
affiliates and associates beneficially owns more than 30% of the voting stock of
Jarden. See Proposal 6 of the Jarden's definitive proxy statement for a further
description of this amendment.

     A copy of the Certificate of Amendment to the Restated Certificate of
Incorporation of Jarden, which was filed with the Secretary of State of the
State of Delaware on June 9, 2005, is attached hereto as Exhibit 3.1 and
incorporated herein by reference.

Item 8.01 Other Events.

     As part of the Annual Meeting, the Company announced that it had received
stockholder approval for the conversion of its outstanding Series C Mandatory
Convertible Participating



Preferred Stock ("Series C Preferred Stock") into both Jarden's common stock,
par value $0.01 per share ("Common Stock") and Series B Convertible
Participating Preferred Stock ("Series B Preferred Stock"). The Series C
Preferred Stock was converted into approximately 975,000 shares of Common Stock
and approximately 175,500 shares of Series B Preferred Stock in accordance with
the terms of the Certificate of Designations of Powers, Preferences and Rights
of the Series C Preferred Stock. Upon conversion, all of the issued and
outstanding Series C Preferred Stock was retired and all certificates
representing the Series C Preferred Stock were cancelled. See Proposal 5 of the
Jarden's definitive proxy statement for a further description with respect to
the conversion of the Series C Preferred Stock.

On June 9, 2005, the Company also issued a press release announcing that its
Board of Directors had declared a three-for-two stock split on the Company's
Common Stock in the form of a stock dividend of one additional share of common
stock for every two shares of Common Stock payable on July 11, 2005, to holders
of record as of the close of business on June 20, 2005. A copy of this press
release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits. The following Exhibits are filed herewith as part of this
report:


Exhibit        Description
- -------        -----------

3.1            Certificate of Amendment to the Restated Certificate of
               Incorporation of Jarden Corporation.

10.1           Jarden Corporation Amended and Restated 2003 Sock Incentive Plan
               (filed as Appendix C to the registrant's definitive proxy
               statement filed May 9, 2005 and incorporated herein by
               reference).

99.1           Press Release of Jarden Corporation, dated June 9, 2005.




                                   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.


Dated: June 15, 2005

                                      JARDEN CORPORATION


                                  By: /s/ Desiree Destefano
                                      ------------------------------------------
                                      Name: Desiree DeStefano
                                      Title: Executive Vice President of Finance








                                  EXHIBIT INDEX

                     Number               Exhibit
                     ------               -------



                     3.1                  Certificate of Amendment to the
                                          Restated Certificate of Incorporation
                                          of Jarden Corporation.

                     10.1                 Jarden Corporation Amended and
                                          Restated 2003 Sock Incentive Plan
                                          (filed as Appendix C to the
                                          registrant's definitive proxy
                                          statement filed May 9, 2005 and
                                          incorporated herein by reference).

                     99.1                 Press Release of Jarden Corporation,
                                          dated June 9, 2005.

EX-3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               JARDEN CORPORATION

               (UNDER SECTION 242 OF THE GENERAL CORPORATION LAW)

The undersigned, being the Chief Financial Officer and Secretary of JARDEN
CORPORATION, a Delaware corporation, hereby certifies that:

1.   (a)  The name of the Corporation is JARDEN CORPORATION
          (the "Corporation").

     (b)  The original Certificate of Incorporation of the Corporation was filed
          with the Secretary of State of Delaware on December 11, 2001, under
          the name of "Alltrista Reincorporation Mergersub, Inc.," and the
          original certificate of incorporation was restated on December 18,
          2001 (the "Restated Certificate of Incorporation"), and amendments to
          the Restated Certificate of Incorporation were subsequently duly filed
          and recorded.

2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by striking out Section A(1) of Article IV thereof and by substituting
in lieu of said Section A(1) of Article IV the following new Section A(1) of
Article IV:

          "The total number of authorized capital stock of this Corporation
          shall be 155,000,000 shares, divided as follows: (i) 150,000,000
          shares of Common Stock, par value $.01 per share, (the "Common
          Stock"), and (ii) 5,000,000 shares of Preferred Stock, par value $.01
          per share, of which (a) 250,000 shall be designated as "Series A
          Junior Participating Preferred Stock", (b) 500,000 shall be designated
          as "Series B Convertible Participating Preferred Stock" and (c)
          300,000 shall be designated as "Series C Mandatory Convertible
          Participating Preferred Stock.""

3. The Restated Certificate of Incorporation of the Corporation is hereby
amended by adding the following text to the end of the definition of "Related
Party" in Section C(2) of Article VIII thereof:

          "Notwithstanding the foregoing, Warburg Pincus & Co. and Warburg
          Pincus Private Equity VIII, L.P. (together with the Affiliate funds
          who have signed a joinder in accordance with Section 1.4 of the
          Purchase Agreement, dated as of September 19, 2004, between the
          corporation and Warburg Pincus (the "Purchase Agreement") and the
          respective general partners, managers, managing members and similar
          such entities of such funds, collectively "Warburg Pincus") shall not
          be considered a Related Party; provided, however that, until the
          earlier of (1) October 8, 2009 and (2) if earlier, the date that the
          obligations set forth in Section 4.1 of the



          Purchase Agreement cease to apply (but only for such period as such
          Section 4.1 ceases to apply), Warburg Pincus shall be considered a
          Related Party if, together with its Affiliates and Associates, Warburg
          Pincus is, or as a result of such transaction would become, the
          beneficial owner of more than 30% of the outstanding Voting Stock.
          Notwithstanding anything to the contrary in this Restated Certificate
          of Incorporation, Voting Stock owned by any portfolio company in which
          Warburg Pincus has less than 50% voting control is deemed not to be
          beneficially owned by Warburg Pincus."

4. The aforesaid amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.







     IN WITNESS WHEREOF, Jarden Corporation has caused this Certificate of
Amendment of the Restated Certificate of Incorporation, to be executed by its
officer thereunto duly authorized this 9th day of June, 2005.


                                          JARDEN CORPORATION.



                                          By: /s/ Ian G.H. Ashken
                                              ----------------------------------
                                              Name: Ian G.H. Ashken
                                              Title: Chief Financial Officer and
                                                     Secretary

EX-99.1

[JARDEN CORPORATION LOGO]

                                          FOR:   Jarden Corporation

                                      CONTACT:   Martin E. Franklin
                                                 Chairman and
                                                 Chief Executive Officer
                                                 914-967-9400

                                                 Investor Relations:
                                                 Cara O'Brien/Melissa Myron
                                                 Press: Evan Goetz/Alecia Pulman
                                                 Financial Dynamics

FOR IMMEDIATE RELEASE
- ---------------------

                JARDEN CORPORATION ANNOUNCES 3-FOR-2 STOCK SPLIT
               - AFTER APPROVAL OF ALL ANNUAL MEETING PROPOSALS -

     RYE, NY - JUNE 9, 2005 - JARDEN CORPORATION (NYSE:JAH) today announced that
its Board of Directors approved a 3-for-2 stock split of its outstanding shares
of common stock. Stockholders of record at the close of business on June 20,
2005 will receive one additional share of Jarden common stock for every two
shares of Jarden common stock owned on that date. The additional shares are
expected to be distributed on or about July 11, 2005. As a result of the stock
split, and after taking into consideration the conversion of Series C Preferred
Stock, the number of outstanding shares of common stock will increase to
approximately 45.3 million from approximately 30.2 million.

     In addition, the Company announced that stockholders approved all six
proposals put forth at this year's Annual Meeting of Stockholders, including the
re-election of Douglas W. Huemme, Robert L. Wood, and Irwin D. Simon to serve on
the Board of Directors for a term of three years; the adoption of the amended
and restated 2003 stock incentive plan; the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm; an increase in
authorized common stock from 50,000,000 to 150,000,000; the conversion of the
Series C Preferred Stock into Common Stock and Series B Preferred Stock; and, an
amendment to the Company's Restated Certificate of Incorporation to amend the
definition of "Related Party."

                                  --- more ---




     Martin E. Franklin, Chairman and Chief Executive Officer, commented, "We
are confident in the long-term growth potential of Jarden and are committed to
making further progress on our quest to build a world-class consumer products
company. Importantly, our Board is committed to passing this value along to our
shareholders and we believe the stock split will encourage broader ownership of
Jarden as we grow from a small-cap to a mid-cap company."

     Jarden Corporation is a leading provider of niche consumer products used in
and around the home, under well-known brand names including Ball(R), Bee(R),
Bicycle(R), Campingaz(R), Coleman(R), Crawford(R), Diamond(R), First Alert(R),
FoodSaver(R), Forster(R), Health o meter(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R), Loew-Cornell(R), Mr. Coffee(R), Oster(R), Sunbeam(R) and
VillaWare(R). Jarden operates through four business segments: Branded
Consumables, Consumer Solutions, Outdoor Solutions and Other. Headquartered in
Rye, N.Y., Jarden has over 9,000 employees worldwide. For more information,
please visit www.jarden.com.

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 Jarden's markets and the
demand for its products, future cash flows from operations, Jarden's future
revenues and margin requirements, growth in costs and expenses and the impact of
acquisitions, divestitures, restructurings and other unusual items, including
our ability to integrate and obtain the anticipated results and synergies from
our acquisition of AHI. 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 is included in the Company's periodic and other
reports filed with the Securities and Exchange Commission.

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