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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, 2006
(Date of earliest event reported)
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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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 24, 2006, the Company's Board of Directors approved an award of
performance-based restricted stock units to five 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 01-24-06
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Geoffrey D. H. Butler 5,000 units $ 357,550
President & CEO MultiServ and
SGB Groups
Salvatore D. Fazzolari 5,000 units $ 357,550
President, Chief Financial
Officer & Treasurer
Mark E. Kimmel 1,350 units $ 96,539
General Counsel &
Corporate Secretary
Richard C. Neuffer 2,500 units $ 178,775
Group President
Stephen J. Schnoor 1,350 units $ 96,539
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 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 $715,100 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, 2006 and 10,000 shares.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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
(Registrant)
DATE: January 26, 2006 /S/ Salvatore D. Fazzolari
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Salvatore D. Fazzolari
President, Chief Financial Officer
and Treasurer