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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
JANUARY 24, 2005
(Date of earliest event reported)
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HARSCO CORPORATION
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(Exact name of registrant as specified in its charter)
DE 1-3970 23-1483991
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
P.O. BOX 8888 CAMP HILL, PA 17001-8888 17011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 717-763-7064
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 (see General Instruction A.2. below):
[_] 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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 24, 2005, the Company's Management Development and Compensation
Committee of the Board of Directors approved an award of performance-based
restricted stock units to four of the Company's executive officers and certain
other officers of the Company. Pursuant to such approval, the Company granted
the following restricted stock units to the following executive officers of the
Company:
Number of Restricted Fair Market Value
Name Stock Units 01-24-05
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Geoffrey D. H. Butler 5,000 units $ 252,025
President & CEO MultiServ
and SGB Groups
Salvatore D. Fazzolari 5,000 units $ 252,025
Senior Vice President, Chief
Financial Officer & Treasurer
Mark E. Kimmel 1,250 units $ 63,006
General Counsel &
Corporate Secretary
Stephen J. Schnoor 1,250 units $ 63,006
Vice President & Controller
The awards, which vest after three years of continuous employment, were made
pursuant to the terms of the Company's 1995 Executive Incentive Compensation
Plan. The form of the award agreement is attached to this filing as Exhibit 10
and is incorporated herein by reference.
In addition, the Board approved a cash payment to Derek C. Hathaway, the
Company's Chairman, President and Chief Executive Officer. This payment was in
lieu of the restricted stock units award that was made to other officers of the
Company as noted above. The Board took into account Mr. Hathaway's present stock
holdings and outstanding stock options in the Company and the stage of his
career at Harsco, and determined that it was appropriate to award him cash in
lieu of the restricted stock units. Mr. Hathaway's cash payment was equal to
$504,050 and was based on the average of the high and the low sales price (Fair
Market Value as defined by the Executive Incentive Compensation Plan) of the
Company's common stock on January 24, 2005 and 10,000 shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 10. Restricted Stock Units Agreement
EXHIBIT INDEX
10. Restricted Stock Units Agreement
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.
HARSCO CORPORATION
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(Registrant)
DATE: January 27, 2005 /S/ Salvatore D. Fazzolari
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Salvatore D. Fazzolari
Senior Vice President, Chief
Financial Officer and Treasurer