UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event
reported):  December 8, 2005

 

GRAPHIC PACKAGING CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-13182

 

58-2205241

(State or other jurisdiction

 

(Commission File Number)

 

(I.R.S. Employer

of incorporation)

 

 

 

Identification No.)

 

814 Livingston Court

Marietta, Georgia 30067

(Address of principal executive offices)

(Zip Code)

 

(770) 644-3000

(Registrant’s telephone number, including area code)

 

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:

 

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)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 

Item 1.01.                                          Entry into a Material Definitive Agreement.

 

On December 8, 2005, the Compensation and Benefits Committee of the Board of Directors of Graphic Packaging Corporation (the “Company”) approved the acceleration of the vesting of all of the unvested stock options granted to employees of the Company so that such options vested immediately.  The action affects 1,835,268 stock options, 1,762,768 of which have exercise prices in excess of the current market price of the Company’s common stock.  The action is expected to save the Company $3.2 million in compensation expense after January 2006 when Statement of Financial Accounting Standards No. 123R entitled “Share Based Payment” becomes effective and will require the Company to expense the value of unvested stock options.  The action will modify stock option grant arrangements between the Company and the following executive officers of the Company:

 

Stephen M. Humphrey

President and Chief Executive Officer

Daniel J. Blount

Senior Vice President and Chief Financial Officer

Stephen A. Hellrung

Senior Vice President, General Counsel and Secretary

Wayne E. Juby

Senior Vice President, Human Resources

Steven D. Saucier

Senior Vice President, Paperboard Operations

Michael R. Schmal

Senior Vice President Beverage

Robert W. Spiller

Senior Vice President, Performance Packaging Division

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

GRAPHIC PACKAGING CORPORATION

 

 

(Registrant)

 

 

 

 

Date: December 12, 2005

By:

 /s/ Stephen A. Hellrung

 

 

 

   Stephen A. Hellrung

 

 

   Senior Vice President, General
Counsel and Secretary

 

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