UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2005
COTT CORPORATION
(Exact name of registrant as specified in its charter)
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000-19914
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None |
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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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207 Queen’s Quay West, Suite 340
Toronto, Ontario, Canada
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M5J 1A7 |
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4211 W. Boy Scout Boulevard, Suite 290
Tampa, Florida, United States
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33607 |
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(Zip Code) |
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Registrant’s telephone number, including area code
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(416) 203-3898, (813) 313-1800 |
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N/A
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.05. Costs Associated with Exit or Disposal Activities.
On September 29, 2005, as previously reported in the Current Report on Form 8-K filed by Cott
Corporation (the “Company”) on October 4, 2005 (the “Announcement 8-K”), the Company announced a
plan to realign the management of its Canadian and United States businesses to a North American
basis (the “Realignment Plan”). In the Announcement 8-K, the Company reported that it expected to
record certain pre-tax charges of $60 to $80 million over the 12 to 18 month period following the
announcement of the Realignment Plan, that the largest of the charges would be related to asset
impairment and that there would also be additional charges for severance, termination and other
costs.
As previously reported on the Current Report on Form 8-K/A filed on October 26, 2006, the
Company announced that it had revised the range of expected charges from $60 to $80 million to $115
to $125 million, to reflect the effect of additional plant closures, office consolidation and
organizational streamlining. That range included $49.3 million in charges the Company had incurred
since September 29, 2005 in connection with its Realignment Plan and other assets impairment.
On June 29, 2007, the Company announced that as part of the Realignment Plan, and concurrent
with the last step in office closings and the consolidation of the senior leadership team in Tampa,
Florida, it will make headcount reductions resulting in a charge of approximately $8.0 million in
the second quarter of 2007. This charge forms part of the restructuring costs previously announced
in October 2006.
A copy of the press release dated June 29, 2007 is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 2.06. Material Impairments.
The information reported in Item 2.05 is hereby incorporated by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2007, the Company announced that as part of the headcount reductions under the
Realignment Plan, Mark Halperin, Chief Legal & Ethics Officer and Corporate Secretary and John
Dennehy, President, North America will be terminated without cause
effective August 31, 2007 (the “Termination Date”).
In connection with their termination without cause and consistent with the terms of the
Company’s Amended and Restated Retention, Severance and Non-Competition Plan described in the
Company’s Current Report on Form 8-K filed on May 17, 2007, as amended as described in the
Company’s Current Report on Form 8-K filed on June 29, 2007 (the “Retention Plan”), Messrs.
Halperin and Dennehy will each receive a cash payment equal to
twice the sum of their respective annual base salaries,
annual car allowance, annual bonus at target for 2007 and the value
of certain health benefits. Each will
also be entitled to be paid accrued
salary and vacation pay to the Termination Date and a lump sum
payment of a pro rata 2007 bonus at target, all
subject to
applicable withholdings. With respect to Mr. Dennehy, the
Company will include an additional payment of $200,000 as a relocation
allowance.
These
payments will result in aggregate payments on the Termination Date to
Mr. Halperin of C$1,857,607 and to Mr. Dennehy of US$2,050,235. The
Company will also make a payment equal to the value (based on the
closing price of the Company's stock on August 31, 2007) of 29,315
performance share units, in the case of Mr. Halperin, and 43,710
performance share units, in the case of Mr. Dennehy, representing
the pro rata portion of performance share units granted to each in
2006 and 2007. Each will also continue to participate in the
Company's benefits plans for up to 2 years.
The
Company also announced that the roles of President, North America
and Chief Manufacturing and Supply Chain Officer will be merged. Richard Dobry, currently Chief
Manufacturing & Supply Chain Officer, will take on the role of President, North America effective
August 31, 2007. As previously reported in the Company’s Annual Report on Form 10-K for the year
ended December 30, 2006, prior to joining Cott in 2006, Mr. Dobry, 50, was President, Americas
Supply for Diageo plc, a premium alcohol beverage business, from April 2004 to October 2006. Prior
to April 2004, he was Senior Vice President, Supply Chain at Tropicana Products, Inc., the juice
beverages subsidiary of PepsiCo. The Company expects to modify the
terms of Mr. Dobry's employment agreement in light of these changes.
When these modifications are finalized, the Company will file a
report on Form 8-K.
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Item 9.01.
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Financial Statements and Exhibits. |
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(d) Exhibits |
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99.1 Press release dated June 29, 2007. |