================================================================================
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
APRIL 26, 2005
(Date of earliest event reported)
--------------------
HARSCO CORPORATION
(Exact name of registrant as specified in its charter)
DE 1-3970 23-1483991
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
350 POPLAR CHURCH ROAD, CAMP HILL, PA 17011
(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))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Attached as Exhibit 10.1 is the Amended and Restated Deferred Compensation Plan
for Non-Employee Directors (the "Plan") approved by the Company's Board of
Directors at its meeting on April 26, 2005. The Plan revisions are intended to
ensure that the Plan operates in accordance with Section 409A of the Internal
Revenue Code and incorporate certain new provisions provided for in Section
409A. The Company announced in a Form 8-K filed December 17, 2004 that its Board
of Directors had adopted general changes to its non-executive director and
executive compensation plans to ensure compliance with Section 409A.
Attached as Exhibit 10.2 is a form Restricted Stock Units Agreement for
non-employee Directors. Restricted Stock Units (RSUs) are granted to
non-employee Directors annually (on May 1) as part of their compensation
package. The awards, which generally vest after approximately one year of
continuous service, are made pursuant to the terms of the Harsco Corporation
1995 Non-Employee Directors' Stock Plan As Amended and Restated at January 27,
2004. On May 2, 2005, the non-employee directors will each be issued their 2005
award of 750 restricted stock units.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 - Harsco Corporation Deferred Compensation Plan for Non-Employee
Directors (As Amended and Restated as of January 1, 2005)
Exhibit 10.2 - Harsco Corporation Form of Restricted Stock Units Agreement
(Directors)
EXHIBIT INDEX
Exhibit 10.1 - Harsco Corporation Deferred Compensation Plan for Non-Employee
Directors (As Amended and Restated as of January 1, 2005)
Exhibit 10.2 - Harsco Corporation Form of Restricted Stock Units Agreement
(Directors)
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
(Registrant)
DATE April 27, 2005 /S/ Salvatore D. Fazzolari
------------------ ---------------------------------------
Salvatore D. Fazzolari
Senior Vice President, Chief Financial Officer
and Treasurer