- Current report filing (8-K)
November 01 2010 - 10:12AM
Edgar (US Regulatory)
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):
October 27, 2010
SMURFIT-STONE CONTAINER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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1-03439
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36-2041256
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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incorporation or organization)
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File Number)
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Identification No.)
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222 N. LaSalle
Street
Chicago, Illinois 60601
(Address of principal executive offices) (Zip Code)
(312) 346-6600
(Registrants telephone number, including area code)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act.
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act.
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act.
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act.
Item 2.02.
Results of Operations and Financial Condition.
On
November 1, 2010, Smurfit-Stone Container Corporation (the Company)
issued a press release announcing its financial results for the third quarter
ended September 30, 2010. A copy of
this press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Also
on November 1, 2010, the Company will host an earnings call to discuss its
second quarter financial results.
Attached hereto as Exhibit 99.2 and incorporated herein by
reference are earnings call presentation materials which will be simulcast from
the Companys website at www.smurfit-stone.com.
The information contained in the website is not part of this report.
The
information under Item 2.02 in this Form 8-K, including Exhibits 99.1
and 99.2, is being furnished under Item
2.02 and shall not be deemed to be filed for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 27, 2010, the
Company issued a press release announcing that Steven J. Klinger, the Companys
President and Chief Operating, has notified the Companys Board of Directors
that he intends to resign from the Company and the Companys Board of
Directors, effective December 31, 2010.
As a result of his resignation, and in accordance with the terms of the
Amended and
Restated Employment Agreement between Mr. Klinger and the Company dated as
of June 30, 2010 (the Employment Agreement), the parties entered into an Agreement and
General Release of Claims dated October 27, 2010 (the Release Agreement),
pursuant to which Mr. Klinger released any claims he may have against the
Company. The Release Agreement also
stipulates all of the payments and benefits Mr. Klinger is entitled
to receive under the Employment Agreement in connection with his separation of
employment from the Company. A copy of
the Release Agreement is attached hereto as Exhibit 10.1 and a copy of the
press release is attached hereto as Exhibit 99.3, each of which is
incorporated herein by reference.
Item
9.01. Financial Statements
and Exhibits.
(d)
Exhibits
.
Exhibit No.
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Description of Exhibit
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10.1
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Agreement
and General Release of Claims by and between Steven J. Klinger and
Smurfit-Stone Container Corporation and its subsidiaries dated as of
October 27, 2010.
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99.1
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Press
release of Smurfit-Stone Container Corporation dated November 1, 2010.
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99.2
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Earnings
call presentation slides.
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99.3
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Press
release of Smurfit-Stone Container Corporation dated October 27, 2010
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3
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.
Dated:
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November 1, 2010
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SMURFIT-STONE
CONTAINER CORPORATION
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By:
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/s/
Craig A. Hunt
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Name:
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Craig
A. Hunt
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Title:
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Chief
Administrative Officer and General Counsel
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4
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