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): April 21, 2005
Paxar Corporation
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(Exact name of registrant as specified in its charter)
New York 1-9493 13-5670050
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
105 Corporate Park Drive
White Plains, New York 10604
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(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.
On April 21, 2005, Paxar Corporation (the "Company") entered into an
employment agreement (the "Agreement") with Robert van der Merwe, pursuant to
which Mr. van der Merwe is to serve as the President, Chief Executive Officer
and a director of the Company.
Pursuant to the Agreement, the Company will pay Mr. van der Merwe a
base salary of $600,000 per year. He will also participate in the Company's 2005
Incentive Compensation Plan for executives at a targeted bonus of 80% of his
base salary, or $480,000. For 2005, Mr. van der Merwe will be guaranteed a bonus
of at least $480,000 under the Plan, and is eligible to receive a bonus of up to
200% of the targeted amount if the Company achieves all of the performance goals
established for him under the Plan. In addition to his compensation, Mr. van der
Merwe will receive a perquisite allowance of $49,999, payable in monthly
installments of $4,166.58.
Upon commencement of his employment on April 25, 2005, the Company paid
Mr. van der Merwe a one-time bonus of $250,000 and granted him options to
purchase 50,000 shares of the Company's common stock at $17.36 per share, the
average of the high and low sales prices on the NYSE on April 25, 2005. The
options vest equally over four years and have a ten year term. The Company also
awarded him 75,000 shares of restricted stock. The restrictions on 25,000 shares
of the restricted stock lapse after three years and lapse on the remaining
50,000 shares after four years.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal
Officers.
Arthur Hershaft resigned as CEO of the Company effective as
of April 25, 2005. Mr. Hershaft will remain as Chairman.
On April 25, 2005, Robert van der Merwe, 52, was appointed President
and Chief Executive Officer and elected a director of the Company. Mr. van der
Merwe joins the Company from Kimberly-Clark Corporation ("Kimberly-Clark"), a
worldwide manufacturer and marketer of consumer hygienic products, where since
2004 he was Group President-North Atlantic Family Care and responsible for its
North Atlantic and global consumer tissue segment, European Marketing Services,
Integrated Supply Chain and Customer Management organizations. Mr. van der Merwe
was appointed President--Kimberly-Clark Europe in 1998 and was elected Group
President--Kimberly-Clark Europe, Middle East & Africa in 1998.
The material terms of Mr. van der Merwe's Agreement with the Company
are described in Item 1.01 above.
The press release issued by the Company in connection with the
appointment of Mr. van der Merwe as described above is attached hereto as
Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release issued by Paxar Corporation
on April 21, 2005.
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: April 26, 2005 By: /s/ Robert Stone
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Robert Stone
Vice President, General Counsel
and Secretary