-----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, I7Icmh2Jn2D6aMagPL7EUAQIMIuYKSgs0kEcLEKouioJn5U6ZYKF7KCzzmnWpIlJ nLaJniThojdePDHbvdFwjQ== 0000950131-03-000182.txt : 20030122 0000950131-03-000182.hdr.sgml : 20030122 20030122095939 ACCESSION NUMBER: 0000950131-03-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030121 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APTARGROUP INC CENTRAL INDEX KEY: 0000896622 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 363853103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11846 FILM NUMBER: 03520278 BUSINESS ADDRESS: STREET 1: 475 W TERRA COTTA AVE STREET 2: STE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 BUSINESS PHONE: 8154770424 MAIL ADDRESS: STREET 1: 475 W. TERRA COTTA AVE. SUITE E CITY: CRYSTAL LAKE STATE: IL ZIP: 60014 8-K 1 d8k.txt FORM 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) January 21, 2003 ---------------- AptarGroup, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter)
Delaware 1-11846 36-3853103 - ------------------------------- ------------------------ --------------------------------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
475 West Terra Cotta Avenue, Suite E, Crystal Lake, IL 60014 ------------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 815-477-0424. ------------ N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS. On January 21, 2003, the Board of Directors of AptarGroup, Inc, a Delaware corporation (the "Company"), adopted a stockholder rights plan and declared a dividend distribution of one right for each outstanding share of the Company's common stock, par value $.01 per share, to stockholders of record as of the close of business on April 7, 2003 (the "record date"). This plan replaces the existing rights plan upon its expiration in April 2003. The terms of this new plan are substantially similar to the expiring plan. Until the rights become exercisable, all issuances of common stock after the record date, including common stock issuable upon exercise of outstanding options, will include issuances of rights. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired: ------------------------------------------- Not applicable. (b) Pro forma financial information: ------------------------------- Not applicable. (c) Exhibits: -------- 99.1 Press Release, dated January 21, 2003. 2 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, thereunto duly authorized. AptarGroup, Inc. Date: January 22, 2003 By: /s/ Stephen J. Hagge -------------------- Stephen J. Hagge Executive Vice President, Chief Financial Officer and Secretary 3 EXHIBIT INDEX The following exhibits are filed herewith: Exhibit No. - ----------- 99.1 Press Release, dated January 21, 2003. EX-99.1 3 dex991.txt PRESS RELEASE DATED 01-21-2003 For More Information Contact: - ----------------------------- Stephen J. Hagge AptarGroup, Inc. 815/477-0424 APTARGROUP, INC. DECLARES QUARTERLY DIVIDEND, REPLACES RIGHTS PLAN AND REPORTS TERMINATION OF LICENSE AGREEMENT Company Also Announces Annual Meeting And Fourth Quarter Conference Call Information FOR IMMEDIATE RELEASE: Crystal Lake, Illinois, January 21, 2003 DIVIDEND The Board of Directors of AptarGroup, Inc. (NYSE: ATR) today declared a quarterly cash dividend of $.06 per share. The payment date is February 27, 2003, to stockholders of record as of February 5, 2003. RIGHTS PLAN AptarGroup also announced today that its Board of Directors adopted a stockholder rights plan to replace the existing rights plan upon its expiration in April 2003. Terms of this new rights plan are substantially similar to the expiring plan. Under the plan, AptarGroup will make a dividend of one preferred stock purchase right for each share of its common stock outstanding as of the close of business on April 7, 2003. Stockholders are not required to take any action to receive the rights distribution. The rights will expire in 10 years, unless earlier redeemed or exchanged by the Company. Carl A. Siebel, President and Chief Executive Officer, commented, "The rights plan is designed to preserve and maximize the value of the Company for stockholders by ensuring that stockholders receive fair and equal treatment in the event of an unsolicited takeover attempt. We believe that the stockholder rights plan is an important tool for the Company." LICENSE AGREEMENT Valois S.A.S., a subsidiary of AptarGroup, Inc., today reported that a previously announced exclusive license agreement with Wyeth Pharmaceuticals, a division of Wyeth (NYSE:WYE), was terminated by Wyeth. The agreement related to Valois' "Combidose" intra- nasal drug delivery system for prophylactic and therapeutic human vaccines. The termination of the agreement enables Valois to offer this technology to other customers and does not have a material financial impact on the Company. ANNUAL MEETING The Board also announced that the 2003 Annual Meeting of Stockholders will be held at the offices of Sidley Austin Brown & Wood, Bank One Plaza, 10 South Dearborn Street, 55th Floor Conference Room, Chicago, Illinois, on May 7, 2003, at 9:00 a.m. The record date for stockholders entitled to vote at the meeting is March 13, 2003. OPEN CONFERENCE CALL There will be a conference call on Thursday, February 13, 2003 at 8:00 a.m. CST to discuss the Company's fourth quarter and annual results for 2002. The Company plans to announce its fourth quarter and annual results on Wednesday, February 12, 2003, after the close of trading on the New York Stock Exchange. The call will last approximately one hour and feature remarks by Carl A. Siebel, President and Chief Executive Officer and Stephen J. Hagge, Executive Vice President and Chief Financial Officer. Interested parties are invited to listen to a live webcast by visiting the Investor Relations page of the AptarGroup website at www.aptargroup.com. Replay of the conference call can also be accessed on the Investor Relations page of the website until 5:00 p.m. CST on March 12, 2003. AptarGroup, Inc. is a leading global supplier of a broad range of innovative dispensing systems for the fragrance/cosmetic, personal care, pharmaceutical, household and food/beverage markets. AptarGroup is headquartered in Crystal Lake, Illinois, with manufacturing facilities in North America, Europe, Asia and South America. For more information, visit the AptarGroup web site at www.aptargroup.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----