Jarden 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 13, 2007
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (914) 967-9400
(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:
On December 13, 2007, the Board of Directors of Jarden Corporation (the Company) adopted Amendment No. 1 (the Amendment) to the Jarden Corporation 2003 Amended and Restated Stock Incentive Plan (the Plan) to allow the unallocated share reserve of certain pre-existing plans of K2 Inc. (K2) to be included in the Plan. K2 is a wholly-owned subsidiary of the Company acquired by the Company on August 8, 2007 pursuant to that certain Agreement and Plan of Merger by and among the Company, K2 and K2 Merger Sub, Inc., dated as of April 24, 2007. Such Amendment is exempt from shareholder approval under Section 3.03A.08 of the New York Exchange Listing Manual. The Amendment increases the number of shares of common stock reserved for issuance under the Plan by 196,327 shares, which were previously approved by the K2 shareholders.
A copy of the Amendment is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Amendment is not intended to be complete and is qualified in its entirety by the complete text of the Amendment.
On December 13, 2007, the Board of Directors of the Company adopted the Companys Amended and Restated Bylaws (the Amended and Restated Bylaws) to clarify, among other things, the allowance for the issuance of uncertificated shares which facilitates the Companys ability to participate in the Direct Registration System currently administered by the Depositary Trust Company. The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker dealers in order to effect transactions without the risk and delays associated with transferring physical certificates.
A copy of the Amended and Restated Bylaws is attached to this report as Exhibit 3.1 and is incorporated herein by reference as though fully set forth herein. The foregoing summary description of the Amended and Restated Bylaws is not intended to be complete and is qualified in its entirety by the complete text of the Amended and Restated Bylaws.
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: December 19, 2007