UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 1, 2006
SILGAN HOLDINGS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-22117 06-1269834
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
N/A
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(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))
Section 1--Registrant's Business and Operations
Item 1.01. Entry into a Material Definitive Agreement.
On March 1, 2006, the Board of Directors of Silgan Holdings Inc., or the
Company, elected Anthony J. Allott as Chief Executive Officer of the Company. In
addition to serving as Chief Executive Officer of the Company, Mr. Allott will
continue to serve as President of the Company.
In connection with the election of Mr. Allott as Chief Executive Officer of the
Company, the Compensation Committee of the Board of Directors of the Company
approved an annual salary for Mr. Allott of $767,000, representing a $47,000
increase from the annual salary previously approved by the Compensation
Committee for Mr. Allott, payable in accordance with his employment agreement
dated April 12, 2004. The Compensation Committee also approved (i) a bonus for
Mr. Allott for 2006 of up to 100% of his annual base salary, which bonus is
calculated pursuant to a formula based on the Company's earnings before
interest, taxes, depreciation and amortization for 2006 as compared to 2005, and
(ii) a grant to Mr. Allott of a performance award of 100,000 restricted stock
units under the Company's 2004 Stock Incentive Plan, which is based on a minimum
level of earnings before interest, taxes, depreciation and amortization of the
Company being attained in 2006 and which vests all at once on March 1, 2011,
subject to the terms of the Company's 2004 Stock Incentive Plan.
Effective as of March 1, 2006, Messrs. R. Philip Silver and D. Greg Horrigan
retired as Co-Chief Executive Officers of the Company, but they will continue as
Co-Chairmen of the Board in a non-executive capacity. For their service as
Co-Chairmen of the Board in a non-executive capacity, the Board of Directors of
the Company (with Messrs. Silver and Horrigan not participating) approved the
following compensation for each of Messrs. Silver and Horrigan in lieu of the
current compensation arrangement (including retainers and meeting fees) for
members of the Board of Directors of the Company who do not receive compensation
as an officer or employee of the Company: (1) payment of an annual retainer of
$100,000, plus travel and other reasonable out-of-pocket expenses, and (ii) an
annual award, having an aggregate fair market value of $50,000 as of the date of
grant, of either restricted shares of Common Stock of the Company or restricted
stock units in respect of shares of Common Stock of the Company under and
pursuant to the Company's 2004 Stock Incentive Plan.
Section 5--Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As set forth above, the Board of Directors of the Company elected Anthony J.
Allott as Chief Executive Officer of the Company effective March 1, 2006. In
addition to serving as Chief Executive Officer of the Company, Mr. Allott will
continue to serve as President of the Company.
Effective March 1, 2006, Messrs. R. Philip Silver and D. Greg Horrigan retired
as Co-Chief Executive Officers of the Company, but they will continue as
Co-Chairmen of the Board in a non-executive capacity.
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Additionally, the Company intends to amend its restated certificate of
incorporation to expand the size of its Board of Directors from six to seven
directors, with such additional member of the Board of Directors to serve as a
Class III Director of the Company in accordance with the Company's restated
certificate of incorporation. If the amendment to the Company's restated
certificate of incorporation is approved at the Company's annual meeting of
stockholders in 2006, the Board of Directors of the Company intends to appoint
Mr. Allott as a Director of the Company to fill the resulting vacancy on the
Board of Directors in accordance with the Company's restated certificate of
incorporation.
Mr. Allott, age 41, has been President of the Company since August 2004. From
May 2005 until March 2006, Mr. Allott was also Chief Operating Officer of the
Company. From May 2002 until August 2004, Mr. Allott was Executive Vice
President and Chief Financial Officer of the Company. Prior to joining the
Company, Mr. Allott was Senior Vice President and Chief Financial Officer of
Applied Extrusion Technologies, Inc., or AET, since July 1996. From July 1994
until July 1996, Mr. Allott was Vice President and Treasurer of AET. From 1992
until July 1994, Mr. Allott was Corporate Controller and Director of Financial
Reporting of Ground Round Restaurants. Prior to that, Mr. Allott was a certified
public accountant with Deloitte & Touche LLP.
Mr. Allott entered into an employment agreement with the Company in April 2004.
Mr. Allott's employment agreement provides for, among other things, a severance
benefit if Mr. Allott is terminated without cause in an amount equal to (i) the
sum of his then current annual salary plus (ii) the maximum amount of his annual
bonus payable to him.
Section 7--Regulation FD
Item 7.01. Regulation FD Disclosure.
On March 1, 2006, the Company issued a press release announcing the election of
Anthony J. Allott as Chief Executive Officer. A copy of this press release is
furnished herewith and attached hereto as Exhibit 99.1.
Section 9--Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release dated March 1, 2006 announcing election of Anthony
J. Allott as Chief Executive Officer.
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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.
SILGAN HOLDINGS INC.
By: /s/ Frank W. Hogan, III
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Frank W. Hogan, III
Senior Vice President, General Counsel
and Secretary
Date: March 7, 2006
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated March 1, 2006 announcing election of Anthony
J. Allott as Chief Executive Officer.
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