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): May 4, 2006
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 May 4, 2006, the shareholders of Paxar Corporation (the "Company") approved
the Paxar 2006 Incentive Compensation Plan (the "Plan") pursuant to a vote at
the Company's 2006 Annual Meeting of Shareholders (the "Annual Meeting"). The
Plan was approved by the Executive Development and Compensation Committee of the
Board of Directors of the Company on January 26, 2006 pending shareholder
approval. Pursuant to the Plan, a sub-plan of the Paxar 2000 Long-Term
Performance and Incentive Plan, certain named executive officers and other
employees were granted long-term incentive awards. Each of the named executive
officers in the proxy statement for the Annual Meeting received awards in the
form of Performance Shares.
The performance period for the Performance Shares runs from January 1, 2006
through December 31, 2008 (the "Performance Period"). The two performance
measures applicable to all participants are the Company's average of the annual
return on invested capital during the Performance Period, and cumulative
earnings per share for the three-year period. Participants can earn from 0% 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
Performance
Name and Title Shares
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Robert van der Merwe 30,000
President and Chief Executive Officer
Arthur Hershaft 20,000
Chairman
James Wrigley 9,000
President, Europe, Middle East, Africa
Paul Chu 9,000
President, Asia Pacific
James Martin 9,000
President, Bar Code and Pricing Solutions
Group
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Form of Performance Share Agreement for the Paxar 2006
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: May 16, 2006 By: /s/ Robert S. Stone
----------------------------------------
Robert S. Stone
Vice President, General Counsel
and Secretary
Exhibit Index
Exhibit No. Description
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10.1 Form of Performance Share Agreement for the Paxar 2006
Incentive Compensation Plan.