e8vk
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): August 17, 2006
COVANTA HOLDING CORPORATION
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
1-6732
|
|
95-6021257 |
|
|
|
|
|
(State or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
|
|
|
40 Lane Road |
|
|
Fairfield, New Jersey
|
|
07004 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
(973) 882-9000
(Registrants Telephone Number, Including Area Code)
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2)
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On August 17, 2006, Covanta Holding Corporation (the Company), Covanta Energy Corporation,
the Companys wholly-owned subsidiary (Covanta Energy) and Mark A. Pytosh entered into an
employment agreement (the Employment Agreement) under which Mr. Pytosh will serve as a Senior
Vice President and the Chief Financial Officer of the Company, subject to the terms and conditions
of the Employment Agreement. The Employment Agreement is effective as of September 1, 2006 and has
a term expiring October 5, 2009. Pursuant to the Employment Agreement, Mr. Pytosh is entitled to
an initial base salary of $375,000 per year and an annual target bonus of at least 60% of his base
salary, depending upon Covanta Energys achievement of certain financial targets and other criteria
approved by the Companys Board of Directors or Compensation Committee thereof (the Board). Mr.
Pytosh will receive a grant of 20,000 shares of restricted stock, and options to purchase 50,000
shares of the Companys common stock, with an exercise price to be determined by the fair market
value of the common stock on the date of the grant, pursuant to the Companys Equity Award Plan for
Employees and Officers. The restricted stock vests in three equal installments, with 34% of such
shares vesting in three equal annual installments that commence on March 17, 2007, as long as Mr.
Pytosh is employed by the Company, and 66% of such shares vesting in three equal annual
installments, commencing on March 17, 2007, in accordance with Covanta Energys achievement of
certain free cash flow, adjusted EBITDA or other performance-based metrics of Covanta Energy as
approved by the Board. The options vest in two equal installments, commencing on March 17, 2007.
Mr. Pytoshs employment is subject to non-competition, non-solicitation and confidentiality
provisions as set forth in the Employment Agreement. In the event that Mr. Pytosh is terminated
for any reason other than for cause, he shall be entitled to an amount equal to the product of
(i) his then current annual base salary plus his average annual bonus for the preceding two years,
times (ii)1.5, payable 50% on the date of termination and 50% pro rata on a monthly basis over the
eighteen-month period following termination. Upon termination other than for cause, Mr. Pytosh
shall forfeit all rights and interests to any unvested equity awards, except for those equity
awards that would otherwise vest within three months of the date of his termination. The
Employment Agreement also provides for the acceleration of the vesting of the equity awards in the
event of a change in control of the Company or Covanta Energy.
The description in this Item 1.01 of the Employment Agreement is qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On August 17, 2006, the Company issued a press release announcing the appointment of Mark A.
Pytosh as Senior Vice President and Chief Financial Officer of the Company, effective as of
September 1, 2006. Mr. Pytosh, who is 41, had been Executive Vice President since February 2004
and Chief Financial Officer since May 2005 of Waste Services, Inc., a publicly-traded Florida-based
waste collection, disposal and recycling company. From 2000 until
2
February 2004, Mr. Pytosh was a Managing Director in Investment Banking at Lehman Brothers
where he focused on working with clients in the industrial sector, including leading the firms
banking efforts in the solid waste industry. Before joining Lehman Brothers in 2000, Mr. Pytosh had
15 years of investment banking experience at Donaldson, Lufkin & Jenrette and Kidder, Peabody. See
Item 1.01 above for a description of Mr. Pytoshs Employment Agreement which is incorporated by
reference in this Item 5.02.
The previously announced departure of Craig D. Abolt as Senior Vice President and Chief
Financial Officer, will take effect as of August 18, 2006.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(a) |
|
Financial Statements of Business Acquired Not Applicable |
|
(b) |
|
Pro Forma Financial Information Not Applicable |
|
(c) |
|
Shell Company Transactions Not Applicable |
|
(d) |
|
Exhibits |
|
|
|
Exhibit No. |
|
Exhibit |
|
|
|
10.1
|
|
Employment Agreement, dated as of August 17, 2006 among Covanta Holding
Corporation, Covanta Energy Corporation and Mark A. Pytosh. |
|
|
|
99.1
|
|
Press Release dated August 17, 2006. |
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 thereunto duly authorized.
Date: August 17, 2006
COVANTA HOLDING CORPORATION
(Registrant)
|
|
|
|
|
|
|
By:
|
|
/s/ Timothy J. Simpson |
|
|
|
|
Name:
|
|
Timothy J. Simpson,
|
|
|
|
|
Title: |
|
Senior Vice President, General Counsel and Secretary |
|
|
4
COVANTA HOLDING CORPORATION
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Exhibit |
|
|
|
10.1
|
|
Employment Agreement dated as of August 17, 2006 among Covanta Holding
Corporation, Covanta Energy Corporation and Mark A. Pytosh. |
|
|
|
99.1
|
|
Press Release dated August 17, 2006. |
5