-----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, JskG8bluusQORSNJUDGoEAONvnEkzA7rUEdIWSWnN/AQl43A4VOdGPUR4Vr6HDsN BbXgWhNJPz9SiY1R7Nl6Jg== 0001193125-07-205442.txt : 20070921 0001193125-07-205442.hdr.sgml : 20070921 20070921163947 ACCESSION NUMBER: 0001193125-07-205442 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070920 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: 20070921 DATE AS OF CHANGE: 20070921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 351828377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 071129689 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 914 967 9400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD STREET 2: AVE CITY: RYE STATE: NY ZIP: 10580 8-K 1 d8k.htm CURRENT REPORT Current Report

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) September 20, 2007

 


Jarden Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware   001-13665   35-1828377

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

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

(b)

(i) On September 20, 2007, the Board of Directors of Jarden Corporation (the “Company”) accepted the resignation of Charles R. Kaye as a Class II director of the Company. Mr. Kaye’s resignation was not a result of any disagreement with the Company.

(ii) On September 20, 2007, the Board of Directors of the Company accepted the resignation of Robert L. Wood as a Class III director of the Company. Mr. Wood’s resignation was not a result of any disagreement with the Company.

(d)

(i) On September 20, 2007, the Board of Directors of the Company elected Richard J. Heckmann as a director of the Company to fill the Class III vacancy on the Board of Directors of the Company with a term expiring at the Company’s 2008 annual meeting of stockholders, pursuant to the terms of that certain agreement and plan of merger, dated April 24, 2007, by and among the Company, K2 Merger Sub, Inc. and K2 Inc. (“K2”) (the “Merger Agreement”). Mr. Heckmann has not been appointed to any committees of the Company’s Board of Directors at this time.

Mr. Heckmann, 63, has been the Chairman and Chief Executive Officer of Heckmann Corporation since May 2007. From February 2007 to August 2007 Mr. Heckmann was the Executive Chairman of K2, and from April 2000 to August 2007 he was the Chairman of the Board of Directors of K2. Previously, he served as the Chief Executive Officer of K2 from October 2002 through February 2007. Mr. Heckmann served as a director of MPS Group, Inc. from April 2003 through March 2004, Philadelphia Suburban Corporation from August 2000 through February 2002, United Rentals, Inc. from October 1997 through May 2002, Waste Management Inc. from January 1994 through January 1999 and Station Casinos, Inc. from April 1999 through March 2001. Mr. Heckmann retired as Chairman of Vivendi Water, an international water products group of Vivendi S.A., a worldwide utility and communications company with headquarters in France, in June 2001. Mr. Heckmann was Chairman, President and Chief Executive Officer of U.S. Filter Corporation, a worldwide provider of water and wastewater treatment systems and services, from 1990 to 1999. Vivendi acquired US Filter on April 29, 1999. He has served as the associate administrator for finance and investment of the Small Business Administration in Washington, DC and was the Founder and Chairman of the Board of Tower Scientific Corporation.

Other than the Merger Agreement, there are no arrangements or understandings between Mr. Heckmann and any other persons pursuant to which he was appointed as a director of the Company. There has been no transaction, or proposed transaction, since January 1, 2007 to


which Mr. Heckmann or any member of his immediate family had or is to have a direct or indirect material interest or any other related transaction with the Company within the meaning of Item 404(a) of Regulation S-K. There are no family relationships between Mr. Heckmann and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

(ii) On September 20, 2007, the Board of Directors of the Company elected Robert L. Wood as a director of the Company to fill the Class II vacancy on the Board of Directors of the Company with a term expiring at the Company’s 2010 annual meeting of stockholders. Mr. Wood will remain a member of the Audit and Compensation Committees of the Company’s Board of Directors.

Mr. Wood, 53, joined Chemtura Corp., a global producer and marketer of polymer products and specialty chemicals, as President and Chief Executive Officer in January 2004. From 1977 to January 2004, Mr. Wood worked for The Dow Chemical Company, serving from November 2000 until January 2004 as Business Group President for Thermosets and Dow Automotive. From May 1997 until November 2000 he served as Business Vice President for Polyurethanes. From October 1995 until May 1997 he acted as Business Vice-President for Engineering Plastics. Mr. Wood had served as a Class III director of the Company since 2000.

There are no arrangements or understandings between Mr. Wood and any other persons pursuant to which he was appointed as a director of the Company. There has been no transaction, or proposed transaction, since January 1, 2007 to which Mr. Wood or any member of his immediate family had or is to have a direct or indirect material interest or any other related transaction with the Company within the meaning of Item 404(a) of Regulation S-K. There are no family relationships between Mr. Wood and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

 


Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following Exhibit is filed herewith as part of this report:

 

Exhibit   

Description

99.1    Press Release of Jarden Corporation, dated September 21, 2007.

 


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.

Dated: September 21, 2007

 

JARDEN CORPORATION
By:  

/s/ John E. Capps

Name:   John E. Capps
Title:  

Senior Vice President, General

Counsel and Secretary

 


EXHIBIT INDEX

 

Number   

Exhibit

99.1    Press Release of Jarden Corporation, dated September 21, 2007.
EX-99.1 2 dex991.htm PRESS RELEASE OF JARDEN CORPORATION Press Release of Jarden Corporation

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Jarden Corporation Announces Changes to Board of Directors

RYE, N.Y., September 21, 2007 — Jarden Corporation (NYSE: JAH) today announced that Richard J. Heckmann, the Chairman and Chief Executive Officer of Heckmann Corporation and the former Executive Chairman of K2 Inc., has been appointed to the Company’s Board of Directors in accordance with the provisions of the Agreement and Plan of Merger, dated as of April 24, 2007, pursuant to which Jarden acquired K2 Inc. As previously announced, the acquisition of K2 Inc. was completed on August 8, 2007.

Commenting on the appointment of Mr. Heckmann, Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation, stated, “We are delighted to have Dick join our Board of Directors. His appointment will bring added expertise to our Board from his years of experience in building strong niche brands. We look forward to Dick’s assistance in continuing to grow our business.”

Mr. Heckmann, age 63, has been the Chairman and Chief Executive Officer of Heckmann Corporation since May 2007. From February 2007 to August 2007 Mr. Heckmann was the Executive Chairman of K2, and from April 2000 to August 2007 he was the Chairman of the Board of Directors of K2. Previously, he served as the Chief Executive Officer of K2 from October 2002 through February 2007. Mr. Heckmann served as a director of MPS Group, Inc. from April 2003 through March 2004, Philadelphia Suburban Corporation from August 2000 through February 2002, United Rentals, Inc. from October 1997 through May 2002, Waste Management Inc. from January 1994 through January 1999 and Station Casinos, Inc. from April 1999 through March 2001. Mr. Heckmann retired as Chairman of Vivendi Water, an international water products group of Vivendi S.A., a worldwide utility and communications company with headquarters in France, in June 2001. Mr. Heckmann was Chairman, President and Chief Executive Officer of U.S. Filter Corporation, a worldwide provider of water and wastewater treatment systems and services, from 1990 to 1999. Vivendi acquired US Filter on April 29, 1999. He has served as the associate administrator for finance and investment of the Small Business Administration in Washington, DC and was the Founder and Chairman of the Board of Tower Scientific Corporation.

In addition, Charles R. Kaye has resigned as a director. Mr. Kaye, who is Co-President of the global private equity firm Warburg Pincus LLC, had been a director since February 2005.

Commenting on the departure of Mr. Kaye, Mr. Franklin said, “We will miss the invaluable guidance that Chip has brought to our Company during his tenure on our Board. We have benefited greatly from his financial sophistication and expertise, especially in the areas of mergers and acquisitions. “

more

 


LOGO

About Jarden Corporation:

Jarden Corporation is a leading provider of niche consumer products used in and around the home. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, Dicon®, First Alert®, Forster®, Hoyle®, Java Log®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Harmony®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain™; and Outdoor Solutions: Abu Garcia®, Berkley®, Campingaz®, Coleman®, Fenwick®, Gulp®, JT®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Sevylor®, Stearns®, Stren®, Trilene® and Volkl®. Headquartered in Rye, N.Y., Jarden has over 25,000 employees worldwide. For more information, please visit www.jarden.com.

Contact

For Jarden: Martin E. Franklin, Chairman and Chief Executive Officer of Jarden Corporation, 1-914-967-9400; Investor Relations: Erica Pettit or Press: Evan Goetz or Melissa Merrill of FD, 1-212-850-5600.

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, estimated sales, segment earnings, earnings per share, future cash flows from operations, future revenues and margin requirement and expansion, the success of new product introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructuring and other unusual items, including Jarden’s ability to integrate and obtain the anticipated results and synergies from its acquisitions. 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.

###

GRAPHIC 3 g49083img_001.jpg GRAPHIC begin 644 g49083img_001.jpg M_]C_X``02D9)1@`!`@``9`!D``#_[``11'5C:WD``0`$````9```_^X`#D%D M;V)E`&3``````?_;`(0``0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0("`@("`@("`@("`P,#`P,#`P,#`P$!`0$!`0$"`0$" M`@(!`@(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,# M`P,#`P,#`P,#_\``$0@`,P"(`P$1``(1`0,1`?_$`'@```$%`0$``P`````` M```````'"`D*"P8%`0,$`0$`````````````````````$```!@(!`@4#`08$ M!P`````"`P0%!@3,G9-&$8".@FA:LN0F MMM$\A2`=\H$>74"`1@D(7+*XPKRU+@FJ,GK]C8+G@,Y>ID3-*Z M9YJ>)U99BP-#:L;5+@<2SCOVS@+=,?5'KF%D6JAX,4K M&AM5*!A"$&!GJ$1)IP\`#C`08$8/.>V/ICH*84F^2C-&GY`S?I>1)8CC01#9 MR755^699&03N9(7?H+H;NH M-2-+HJ(S@)Z9N6J"1"QXL!-)3&F%YR'/ZXP,./IT%%3ASY4>:_F!LS9&MXKM MGK10Z^A8JR2E$J?-2$$\0RPR02-V84C2I$CL"-J6%.E$V8$-0$*TS.#/H7G( M<^('H\*?.[MAL]OQ>/&+OM!:SS=]7+K=;(]:M/-3C'&=?(Z0D9C!.(M(XZM< M7)(H2KDZ10M;'1)Z+]Q/DHU/D1H!@!N5O

F!G*DCR\'A%G.<`[9!Z^]UF_ M(IXZ:>D&U;1=FE^\]0U(B^Y[DKY-K=(:>G#7!T0P#?)*UHF2PW(;LU,:3(CE MQJ9S"J1I@B4>E.++-\(/*X^N:*!$. M<8%V"2W0CAMVNV(V*M&@+!W0ITM1(X=.*L@RXJIA1=TL""1U@3K(=( M$#$H4.B=J=UX3\&`\.#1@%@0_!CH&B_'W^0ZQ\EC:=K=M.JBD%W88"%[FPB: M"2H]#[^BJ41ZL]PAC6#L%"\P.2S? M"+Z]NV0E%KAZ7R6O8)(W410W200V+O;D,@KR2!+W5C0KE@B2?$/!)(E!XLA! MC.-Z:+UZ241V$)46U/3@%S5`QCOA`@/%],!SGH,Z3DH@G' M8S<6?'?T2.9.?K@6,Y#-YX8N0_8[C$;.0_:"A-=8G?;6UQ> MK(I8[C*I6\L:*I$DHL24M\,G3@PL;6I72N-GRL93>M*"L;LDG*DO\;`319"% MM+XO.C>O\RCTRYC'"\5>PFVVSSK9C992/[?3Q!CU]G$MF(I5;<-+8@N;NM=) M4]N0TJ@MT.&F(&QJ2?2IBRU)@AA$K#/_`+87?^ODQ_\`3)SZ#0#VBS'0ZS;% M"EV$V8GBBK<%*,+?#A'F/8K^09>L*\C_`',)LMN#?,[_`$\'?OT&<'\41++! M1'F16I0K,08O0IX2O@PA,]O%+#FRQ#8J$T7_``?6`9R'GR\?XO!D?[.@]#XK MD;Y0W^*[H8XZK+T[KY`G?J2S:H=J(;94I5NBP;?97V@*%FU\,.$*=*3[AA:% M5C^((PG(/\.>@M`M65CA0U/:MW8JOA[TIOZG$C.$M0AFC.I3Y6O[6EQ_,`!&N3@]2%06K#@ M=DN=V+\I'Q^-IJ3O%Q8XKO%4YFORF6-!7IFIKO*(-]X5ZF':D%;_`!`*`[IL MY#B1-)&.R(\85)`<)#O`G#0SIK_Q!5/]-H-_TNU]`I/0'0'09V/S8?\`=+QY M?TMLW_42(]!84Y"M<-AMZ>0SBHH913$J6:%ZY.Q&W6Q%I.J%(=64QL^),"W- M55:I2GK!#>5*)4S^4I*&F&0,B1##D6?*'C`2K[;Z(4-LUK#?VOIU45@RF7%4 ML[@;<_((+&FY='G]^CZU-&Y&C7H6TE6E5Q^0"3+"Q@&$6#",?7H*O/Q8]E, M&2`!WL/;`NXPXR")?&RXD-F*OEW)!7'(#J;/:WI;:#7]EK8">Q&ML+;Y>W.L MKE`7MO0#2KW+"=Y;6YQ+5%"S@!J8T)9H,A$$(N@_/PE:?2'(XS1J>]<\5J4JC8I3+ M6-$,M'('/.3?4&$=RTYF`Y\7AQD)0N02\.9WDVH^7:7ZG<9=H:<0^[6TR'7' ML;M=;-6Q<]EKQQ-2ER.-1N+0M_DSM@N3MWFHUZQ-[FI$WFG$DI0F&X.+![FA M'#[%N+[B^V"UGK=<*W;YN*J+7=[2GB!J"TJ+(M!]K-[CD9B\90JCQJ&^)1WU M`4#00H-\8S#SU)OEF*C``"M9P-Q'EEX:XYLRU2CANV MR-?-FK"0#AT+U=72=JGDZ>6Q@LJNW1N?D[NE;XTVJ,/#:F6'X+P6'RRT@^V1 M9[8Z"9O4.,R&%:HZPPR6M"R/RJ(:[TI&),PN(0`<&20L-;QMI>FA<`H9A8%C M8Y(S2#;DRQ*>7WSX#DR@H0!X[Y["#G'0=]@6!8[AS@6.^< M=\9QG'?& MCDW,-2/]Z08$'9(TA9'N1OK`EY7YPTZG:^;_65J[]AZ?7451YLH?LVL!YN"H&"]7"-1N- M6C):[#`FY@>JR1R^5HR%(DC]AY+:3@.0D6,>8D*!P3#N[9MY3W96,ZB47&K< MBVJ$_<,@`)5JSO_0%5:ET:!U MI36!NMKDMH5]9-_1<;Y5V9[5)4$:D!<"E;N2)O(<4;^H7$A-(4*D2?)V4Y8(#= M/"'--W>4*-[W[ZW/")[3&O#D@;]4=6ZMA[NT-)<9CS MI(L]:\(FY/Z5P,())P<6C`),(+%.._;'?]?V]OT[_M[=`=`=`=`QGD1T\5[O MZU.E01Z=`K"R8W/:ONRE[$4-/W`UQ&Y*3G+/8=?.,A8<*$ACS&%3RR81N1!9 MI1^42HT1(L&A!T"7W=0NR&]^M%SZG;2P.HJ5@=RTI+JWF4SJBTY/:4B,G+N0 MA+CDL>911M5/ASBZN) MC2C`K$]UEU2YI'B>N\7=T>S=D[J[.0@J-J7-02IU4,4B/+394)PEF%^$T6?%C`,\HS5?;G=CB!"%0K M(2Y..`F)!^-0ZN[5:62C<-FUD9*;M.M-I+\L3:*O#[0G.D]IBV6JI!$W/ M02MM-+PC!-A/R%^KN25Q8JJ>I9_`EJBOQ(K)CCFG>%20:)4!A6!-+*,P+P"& M'`-FJ_B;O6JJ7U#?6.:5BIVATFW5VXV=@"):ND>*HLBO-I[&MU9,:HD;^6P# MD42>G:MK'3A)=R6QQ+;'M`'^`J3"$+H%PMW1&_-M+GM#9*Z?QW6>H.`42 M'J3/C[N"1Z;<56O".2P$B8:.7KQ_V;:;HH6O88](6'5)J0HIXDA)Q3*8N5N; MV:DSEK"L(1EF8SC)PB?KCH)B>@.@.@.@.@.@.@.@0[9SV_\`MLV%]V^R?:OP M=;/N?Y+^YOQQ[?\`83_ZS\@?97_.7V3Z;Q>Z^T_S/T'F^E_C^7T'$Z->T?V7 M:F?;_P"+_8O[;Z5]F_"/WS^&O:_QU'?0?BG\G?\` -----END PRIVACY-ENHANCED MESSAGE-----