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 17, 2006
A. SCHULMAN, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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0-7459 |
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34-0514850 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 3550 West Market Street, Akron, Ohio |
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44333 |
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| (Address of principal executive offices)
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(Zip Code) |
(330) 666-3751
(Registrant’s telephone number, including area code)
(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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b)) |
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o 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 17, 2006, A. Schulman, Inc., (the “Company”) entered into a transition agreement (the
“Transition Agreement”) with Robert A. Stefanko in connection with his decision to retire from the
Company, which was previously announced in the Company’s Current Report on Form 8-K dated January
4, 2006. A copy of the Transition Agreement is attached hereto as Exhibit 99.1 and is incorporated
herein by reference, and the following summary of the Transition Agreement is qualified entirely by
reference to the text of the Transition Agreement.
Under
the terms of the Transition Agreement, Mr. Stefanko retired as
Chairman and a member of the Board
of Directors, and as Executive Vice President-Finance, Chief
Financial Officer and Treasurer of the Company,
effective April 17, 2006. Mr. Stefanko has agreed to remain as an employee of the Company through
October 31, 2006 in order to ensure a successful transition to the new Chief Financial Officer. In
addition, Mr. Stefanko has agreed not to compete with the Company for a three-year period beginning
November 1, 2006.
The Transition Agreement provides that Mr. Stefanko will continue to receive compensation
pursuant to his current employment agreement through October 31, 2006, instead of March 1, 2008 as
anticipated under that agreement. As soon as permitted after November 1, 2006 (which is expected
to be six months thereafter), the Company will pay Mr. Stefanko a lump sum of $767,500 plus the
fair market value (as of October 31, 2006) of 6,750 shares of restricted stock which Mr. Stefanko
will forfeit on November 1, 2006. In addition to this lump sum payment, the Company will
facilitate payment or the availability of any benefit or amount due under any program the Company
maintains and in which Mr. Stefanko participates (including, without limitation, payments under the
1985 and 1991 Deferred Compensation Agreements, the Qualified Profit Sharing Plan and the
Non-qualified Profit Sharing Plan) but only to the extent that such benefits were earned and vested
on or before November 1, 2006. The Transition Agreement also confirms that effective November 1,
2006, Mr. Stefanko and his spouse will be entitled to participate in the Company’s retiree medical
program and that in the event such program is terminated or amended the Company will provide Mr.
Stefanko and his spouse with comparable coverage to that being provided under the plan as it was in
effect on April 1, 2006. The Company has agreed to continue an insurance policy on Mr. Stefanko’s
life ($250,000 death benefit) through March 1, 2008. Thereafter, the policy will be administered
as if Mr. Stefanko had retired at age 65.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
On April 17, 2006, and as previously announced in the Company’s Current Report on Form 8-K
dated January 4, 2006:
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Robert A. Stefanko retired as the Chairman and member of the
Board of Directors and as Executive
Vice President — Finance, Chief Financial Officer and Treasurer of the Company; |
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Terry L. Haines, President and Chief Executive Officer of the Company, began serving as
Chairman of the Board of Directors in addition to his other positions with the Company; and |
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