-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DOSsD2RxUOfxmhI+m2mN1VW8Ws1Yjp/a5dTs+JvcsgH9M8+FB5spNil5fgB5rnYB m6Id9hYqg+hSJ9adBRUweg== 0001181431-07-039635.txt : 20070612 0001181431-07-039635.hdr.sgml : 20070612 20070612195016 ACCESSION NUMBER: 0001181431-07-039635 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070612 FILED AS OF DATE: 20070612 DATE AS OF CHANGE: 20070612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BWAY CORP CENTRAL INDEX KEY: 0000943897 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 363624491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 8607 ROBERTS DR STREET 2: STE 250 CITY: ATLANTA STATE: GA ZIP: 30350 BUSINESS PHONE: 4045870888 MAIL ADDRESS: STREET 1: 8607 ROBERTS DRIVE SUITE 250 CITY: ATLANTA STATE: GA ZIP: 30350 FORMER COMPANY: FORMER CONFORMED NAME: BROCKWAY STANDARD HOLDINGS CORP DATE OF NAME CHANGE: 19950413 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vandertoght Rob CENTRAL INDEX KEY: 0001398241 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12415 FILM NUMBER: 07916161 BUSINESS ADDRESS: BUSINESS PHONE: 770-645-4800 MAIL ADDRESS: STREET 1: C/O BWAY CORPORATION STREET 2: 8607 ROBERTS DRIVE, SUITE 250 CITY: ATLANTA STATE: GA ZIP: 30350 3 1 rrd162601.xml 3 X0202 3 2007-06-12 0 0000943897 BWAY CORP BWY 0001398241 Vandertoght Rob C/O BWAY HOLDING COMPANY 8607 ROBERTS DRIVE, SUITE 250 ATLANTA GA 30350 0 1 0 0 COO Canada Stock option 16.68 2010-02-28 2017-02-28 Common Stock 14966 D Stock option 16.68 2012-02-28 2017-02-28 Common Stock 3741 D Stock option 16.68 2017-02-28 Common Stock 10664 D Stock option 16.68 2017-02-28 Common Stock 8044 D The options are service options that generally become exercisable in three equal annual installments commencing on the anniversary of the date of grant, provided that the optionholder is still employed with the Company. On May 23, 2007, the Company's board of directors amended the plan to provide that these options will become exercisable upon the completion of the Company's initial public offering. The options are performance options that vest upon the occurrence of certain performance criteria. On May 23, 2007, the Company's board of directors amended the plan to provide that these options will become exercisable upon the completion of the Company's initial public offering. Following the closing of the Company's initial public offering, options will vest as follows: 1/3 of the options vest if, during any consecutive 45-day period, the average closing price per share of the Company's common stock (or, the "average closing price") is at least $19.26 and the closing price per share of the Company's common stock on the last day of such 45-day period (or, the "last day closing price") is at least $16.37; the next 1/3 of the options vest if, during any consecutive 45-day period, the average closing price is at least $21.52 and the last day closing price is at least $18.29; and the other 1/3 of the options vest if, during any consecutive 45-day period, the average closing price is at least. $23.78 and the last day closing price is at least $20.21. On May 23, 2007, the Company's board of directors amended the plan to provide that these options will become exercisable upon the completion of the Company's initial public offering. Kevin Kern Attorney-in-fact 2007-06-12 EX-24.1 2 rrd143740_162086.htm rrd143740_162086.html
POWER OF ATTORNEYPOWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints
each of Kevin C. Kern and Jeffrey M. O'Connell, and each of them individually,
the undersigned's true and lawful attorney-in-fact to:
(1)               execute for and on behalf of the undersigned, in the
undersigned's capacity as an Officer and/or Director of BWAY Corporation (the
"Company"), Forms 3, 4 and 5 and any other forms required to be filed in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder (a "Section 16 Form") and a Form ID and any other forms
required to be filed or submitted in accordance with Regulation S-T promulgated
by the United States Securities and Exchange Commission (or any successor
provision) in order to file the Section 16 Forms electronically (a "Form ID",
and, together with the Section 16 Forms, a "Form");
(2)               do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and the New
York Stock Exchange; and
(3)               take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of each such attorney-in-fact, may be
of benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by each such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as he may approve in his
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.  The
undersigned acknowledges that each such attorney-in-fact is serving in such
capacity at the request of the undersigned, and is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
The Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file any Forms pursuant to Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder, with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.
From and after the date hereof, any Power of Attorney previously granted by the
undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of May, 2007.
/s/ Robert Vandertogt
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