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 1, 2005
Paxar Corporation
(Exact name of registrant as specified in its charter)
New York 1-9493 13-5670050
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
105 Corporate Park Drive
White Plains, New York 10604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 697-6800
Not Applicable
(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.
The Paxar Corporation 2005 Incentive Compensation Plan became effective on
January 1, 2005. The Plan is intended to provide incentives to members of middle
and upper management, including the Registrant's executive officers, in the form
of cash bonus payments for achieving certain performance goals established for
them. Bonus awards are based upon achievement of established financial
metrics--sales, operating income and earnings per share goals--as well as
business objectives. However, no bonus awards will be paid unless the Registrant
achieves at least 70% of the greater of (i) its budgeted net operating profit
after taxes for 2005 or (ii) its actual net operating profit after taxes for
2004.
Awards under the Plan are based on a percentage of a participant's annual
salary. Participants will receive 100% of the target bonus if they achieve each
of the performance measures established. Actual awards on each portion of
incentive compensation can range from zero to a maximum of 200% of the target
bonus. Awards for each portion of incentive compensation will be determined
separately and added together to determine the total payment.
Calculations of awards will be made under supervision of the Registrant's
Corporate Controller. The Registrant's Executive Development & Compensation
Committee of the Board of Directors will administer the Plan. Awards to the
Registrant's five most-highly-paid employees are subject to approval of that
Committee, and the calculation of those awards will also be reviewed by the
Registrant's outside auditors.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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10.1 Paxar Corporation 2005 Incentive Compensation Plan.
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.
PAXAR CORPORATION
(Registrant)
Date: January 5, 2005 By: /s/ Robert S. Stone
--------------------------
Robert S. Stone
Vice President & Secretary
Index to Exhibits
Paxar Corporation
Current Report on Form 8-K,
Dated January 1, 2005
Exhibit No. Description
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10.1 Paxar Corporation 2005 Incentive Compensation Plan.