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) November 17, 2009

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 1.02 Termination of a Material Definitive Agreement

On April 6, 2009, the Board of Directors (the “Board”) of Jarden Corporation (the “Company”) approved the early termination of the Rights Agreement, dated as of November 19, 2008 (the “Rights Agreement”), between the Company and Computershare Trust Company, N.A. (as successor rights agent to National City Bank) (the “Rights Agent”). The Rights Agreement is described in the Company’s Current Report on Form 8-K filed on November 21, 2008, which is incorporated by reference herein.

In accordance with the Board’s approval, the Company and the Rights Agent entered into a First Amendment to Rights Agreement, dated as of November 17, 2009 (the “Amendment”), which changes the final expiration date of the rights issued pursuant to the Rights Agreement (the “Rights”) from November 19, 2011 to November 18, 2009. Accordingly, the Rights expired at the close of business on November 18, 2009 and the Rights Agreement has been terminated and is of no further force and effect. The Rights will be de-listed from the New York Stock Exchange and de-registered under the Securities Exchange Act of 1934, as amended.

The foregoing summary description of the Amendment and the transactions contemplated thereby is not intended to be complete and is qualified in its entirety by the complete text of the Amendment. A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference as though fully set forth herein.

Item 3.03 Material Modifications to Rights of Security Holders

The information set forth in each of Item 1.02 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the termination of the Rights Agreement, on November 19, 2009, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate all references in the Company’s Restated Certificate of Incorporation, as amended, to its Series D Junior Participating Preferred Stock (“Series D Preferred Stock”). No shares of the Company’s Series D Preferred Stock were issued and outstanding on the date that the Board of Directors approved the elimination of the Company’s Series D Preferred Stock or on the date that the Company filed the Certificate of Elimination.

A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Elimination of the Series D Junior Participating Preferred Stock of Jarden Corporation.
4.1	First Amendment to Rights Agreement, dated as of November 17, 2009, between Jarden Corporation and Computershare Trust Company, N.A.

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: November 20, 2009

JARDEN CORPORATION
By:	/S/    JOHN E. CAPPS
Name:	John E. Capps
Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Number	Exhibit
3.1	Certificate of Elimination of the Series D Junior Participating Preferred Stock of Jarden Corporation.
4.1	First Amendment to Rights Agreement, dated as of November 17, 2009, between Jarden Corporation and Computershare Trust Company, N.A.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF THE

SERIES D JUNIOR

PARTICIPATING PREFERRED STOCK

OF

JARDEN CORPORATION

(Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware)

Jarden Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Company”), certifies as follows:

FIRST: The Certificate of Designations filed on November 20, 2008 and constituting part of the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”) authorizes the issuance of 1,000,000 shares of a series of Preferred Stock designated as Series D Junior Participating Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”).

SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Company adopted the following resolutions:

RESOLVED, that none of the authorized shares of the Series D Junior Participating Preferred Stock, par value $0.01 per share, (the “Series D Preferred Stock”) are outstanding and none of the authorized shares of such series of preferred stock will be issued subject to the Certificate of Designations with respect to the Series D Preferred Stock filed on November 20, 2008 and constituting part of the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Designations”); and

RESOLVED, that the Secretary of the Company is authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, substantially in the form attached as an exhibit to these resolutions, with such changes therein as the Secretary may approve and as are permitted by the DGCL to be made by such officer, such approval to be conclusively evidenced by the Secretary’s execution of such Certificate of Elimination, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Series D Preferred Stock in the Restated Certificate of Incorporation, as amended of the Company shall be eliminated and the shares of Series D Preferred Stock shall resume the status of authorized and unused shares of preferred stock of the Company, without designation as to series.

THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series D Preferred Stock in the Certificate of Incorporation of the Company hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Company, without designation as to series.

IN WITNESS WHEREOF, the Company has caused this certificate to be signed by John E. Capps, its Senior Vice President, General Counsel and Secretary, this 19^th day of November, 2009.

JARDEN CORPORATION
/s/ John E. Capps
Name:	John E. Capps
Title:	Senior Vice President, General Counsel and Secretary

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO RIGHTS AGREEMENT

This First Amendment to Rights Agreement, dated as of November 17, 2009 (this “Amendment”), is between Jarden Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (as successor rights agent to National City Bank), a Delaware corporation (the “Rights Agent”).

W I T N E S S E T H:

WHEREAS, the Rights Agent and the Company are parties to that certain Rights Agreement, dated as of November 19, 2008 (the “Rights Agreement”);

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect, without the approval of any holders of Rights, during such time as the Rights are redeemable;

WHEREAS, the Rights are currently redeemable;

WHEREAS, the Board of Directors of the Company has determined to amend the Rights Agreement in certain respects; and

WHEREAS, the Company has delivered to the Rights Agent a certificate stating that this Amendment complies with Section 27 of the Rights Agreement and has directed the Rights Agent to amend the Rights Agreement as set forth herein.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and the Rights Agent hereby agree as follows:

Section 1. Certain Definitions. Capitalized terms used in this Amendment but not otherwise defined shall have the meanings given to such terms in the Rights Agreement.

Section 2. Amendments. Section 7(a) of the Rights Agreement is hereby deleted and replaced in its entirety with the following paragraph:

“Section 7. Exercise of Rights: Purchase Price; Final Expiration Date of Rights.

(a) Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to

which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on November 18, 2009 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.”

Section 3. Remaining Terms. All other provisions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. Notwithstanding the foregoing, the Rights Agent and the Company acknowledge and agree that upon the Final Expiration Date (as amended hereby), the Rights Agreement shall terminate and be of no further force and effect.

Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

Section 6. Descriptive Headings; References. Descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

JARDEN CORPORATION
By:	/s/ John E. Capps
	Name:	John E. Capps
	Title:	Senior Vice President, General Counsel and Secretary
COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent
By:	/s/ Keille Gwinn
	Name:	Keille Gwinn
	Title:	Vice President