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): June 6, 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.
On June 6, 2005, the Executive Development and Compensation Committee of the
Board of Directors of Paxar Corporation (the "Company") made long-term incentive
awards to certain named executive officers and other employees. Each officer
received part of the award in the form of options to purchase shares of the
Company's Common Stock granted under the Paxar 2000 Long-Term Performance and
Incentive Plan (the "Long-Term Plan") and part in the form of Performance Share
Units ("PSUs"), issued pursuant to the Performance Share Agreement for 2005
under the Long-Term Plan.
The exercise price per share of Common Stock for all options granted on June 6,
2005 is $17.91, the average of the high and low sales prices of the Company's
Common Stock on the New York Stock Exchange on that date.
The performance period for the PSUs runs from July 1, 2005 through December 31,
2007 (the "Performance Period"). The two performance measures applicable to all
participants are the Company's average of the annual return on invested capital
of the last two years of the Performance Period, and cumulative earnings per
share for the 2 1/2 year period. Participants can earn from 25% to 150% of their
target shares, as determined by the Company's achievement of performance share
measures. If the Company fails to achieve the minimum performance share
measures, participants will not receive any of their target shares.
The following table sets forth the awards to the Company's named executive
officers:
Target No. of
No. of Shares Shares
Underlying Underlying
Name and Title Stock Options PSUs
--------------------------------------------- ------------- --------------
Arthur Hershaft 80,000 16,000
Chairman
Robert van der Merwe 80,000 16,000
President and Chief Executive Officer
James Wrigley 25,000 6,500
President, Europe, Middle East, Africa
Paul Chu 25,000 6,500
President, Asia Pacific
James Martin 25,000 6,500
President, Bar Code and Pricing Solutions
Group
Robert S. Stone 20,000 5,000
Vice President, General Counsel
and Secretary
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Form of Performance Share Agreement for 2005 under the Paxar
2000 Long- Term Performance and Incentive 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: June 10, 2005 By: /s/ Robert S. Stone
--------------------------------
Robert S. Stone
Vice President, General Counsel
and Secretary
Exhibit Index
Exhibit No. Description
----------- -----------
10.1 Form of Performance Share Agreement for 2005 under the Paxar
2000 Long- Term Performance and Incentive Plan.