0001144204-07-014770.txt : 20070327 0001144204-07-014770.hdr.sgml : 20070327 20070327151813 ACCESSION NUMBER: 0001144204-07-014770 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070322 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070327 DATE AS OF CHANGE: 20070327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAXAR CORP CENTRAL INDEX KEY: 0000075681 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 135670050 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09493 FILM NUMBER: 07721179 BUSINESS ADDRESS: STREET 1: 105 CORPORATE PARK DRIVE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146976800 FORMER COMPANY: FORMER CONFORMED NAME: PACKAGING SYSTEMS CORP DATE OF NAME CHANGE: 19870401 8-K 1 v069564_8k.htm

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): March 22, 2007

Paxar Corporation

(Exact name of registrant as specified in its charter)

New York	1-9493	13-5670050
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

105 Corporate Park Drive
White Plains, New York		10604
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (914) 697-6800

Not Applicable

(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:

□	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))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 22, 2007, Paxar Corporation entered into amendments to Change of Control Employment Agreements with each of Robert P. Van Der Merwe, our Chief Executive Officer, and Anthony Colatrella, our Chief Financial Officer (“Amendments”). Pursuant to the Amendments, the lump sum payment payable to each executive upon a change of control is reduced from a factor of 2.99 to a factor of 2.00 multiplied by the sum of the executive’s base salary plus annual bonus that the executive would have received if we had achieved 100% of the bonus criteria for the applicable fiscal year.

Further, the Amendments provide that in the event that any benefit provided to either executive results in the imposition thereon of any excise tax or interest or penalties incurred in connection therewith, we will pay to the executive an amount equal to such tax, interest and/or penalties together with an amount equal to the tax that would be assessed on such benefit, up to an aggregate of $2 million in the case of Mr. Van Der Merwe, and $400,000 in the case of Mr. Colatrella.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

10.1	Amendment to Change of Control Employment Agreement with Robert P. Van Der Merwe dated March 22, 2007.

10.2	Amendment to Change of Control Employment Agreement with Anthony Colatrella dated March 22, 2007.

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.


	PAXAR CORPORATION
	(Registrant)

Date: March 27, 2007	By:	/s/ Robert S. Stone
		Robert S. Stone
		Vice President, General Counsel and Secretary

EX-10.1 2 v069564_ex10-1.htm

AMENDMENT NO 1 to the CHANGE OF CONTROL AGREEMENT, dated as of April 25, 2005 (the “Agreement”) by and between PAXAR CORPORATION (the “Company”) and ROBERT P. VAN DER MERWE (the “Executive”).

WHEREAS, the Company and the Executive have entered into the Agreement; and

WHEREAS, the Company and the Executive mutually desire to amend the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants and agreements contained in the Agreement, as amended hereby, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby amend the Agreement as follows:

1. Section 6(a)(i)B. is hereby amended by deleting “2.99” therefrom and substituting “2” therefor.

2. Section 9 is hereby deleted in its entirety and the following substituted therefor:

9. GROSS UP.

(a) If it shall be determined that any benefit provided to the Executive or payment or distribution by or for the account of the Company or its affiliates to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively, the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of the Excise Tax and all other income, employment, excise and other taxes that are imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment (the “Residual Amount”) equal to the Excise Tax imposed upon the Payments; provided, however, that in no event shall the amount of the Residual Amount exceed $2,000,000.

(b) All determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made on or before the consummation of a transaction giving rise to the imposition of an Excise Tax by the Company's independent, certified public accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that additional Gross-Up Payments shall be required to be made to compensate the Executive for amounts of Excise Tax later determined to be due (an "Underpayment"). If the Executive is subsequently required to make a payment of any Excise Tax and the Executive has not theretofore been paid the maximum Gross-Up Payment permitted by Section 9(a), the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive but only to the extent such Underpayment (together with all earlier Gross-Up Payments made to the Executive) does not exceed the maximum Gross-Up Payment permitted by Section 9(a).

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be executed this 22^nd day of March, 2007.

		PAXAR CORPORATION

		/s/ David E. McKinney
		Its”

		/s/ Robert P. van der Merwe
		Robert P. van der Merwe

EX-10.2 3 v069564_ex10-2.htm