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): April 14,
2008
Milacron
Inc.
__________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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001-08485
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311062125
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2090
Florence Avenue, Cincinnati, Ohio
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45206
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(513)
487-5000
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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 April
14, 2008, Ronald D. Brown informed the board of directors (the “Board”) of
Milacron Inc. (“Milacron”) that he intends to retire by the end of
the year from his positions as Chairman, President and Chief Executive
Officer of Milacron. The Board requested Mr. Brown to continue to
serve in his current capacities until a successor has been named and to remain
as an employee for a period of time thereafter to assist his
successor.
On April
17, 2008, Milacron entered into a Retirement & Transition Agreement (the
“Retirement Agreement”) with Mr. Brown in order to provide Mr. Brown with
certain retirement benefits in connection with his retirement from his positions
as President and Chief Executive Officer of Milacron and to ensure that Mr.
Brown’s responsibilities in those capacities are successfully transitioned to
his successor.
In order to
be eligible to receive any benefits or payments under the Retirement Agreement,
Mr. Brown must (i) continue as President and Chief Executive Officer of Milacron
through the date on which his successor assumes the responsibilities as Chief
Executive Officer (or until December 31, 2008, if earlier) and (ii) continue as
an employee of Milacron for a period of 30 days after the date his successor
assumes the duties of Chief Executive Officer (or until December 31, 2008, if
earlier) and then cease his employment at that time.
The
Retirement Agreement includes a two-year non-competition covenant pursuant to
which Mr. Brown has agreed not to be employed or consult in any business that
is, or is about to be, engaged in a business of the same or substantially the
same nature as the businesses of Milacron or its subsidiaries without the prior
written consent of Milacron.
Pursuant
to the Retirement Agreement, upon Mr. Brown’s retirement after May 8, 2008 and
on or before December 31, 2008, and subject to the conditions described above,
Mr. Brown will be entitled to receive the following benefits and payments: (i) a
lump-sum cash payment equal to 24 months of his 2008 base salary, (ii) cash
payments equal to the 2008 and 2009 annual bonuses that would have been earned
had Mr. Brown remained employed through the end of such years and a prorated
bonus for 2010 based on the length of time beginning on January 1, 2010 and
ending 24 months after Mr. Brown’s retirement, based on and paid after
satisfaction of applicable performance criteria for the respective year, (iii)
the accelerated vesting of all restricted shares, performance-based restricted
shares and performance units on a prorated basis based on and paid after
satisfaction of applicable performance criteria, (iv) 24 months of additional
age and service credit for vesting and benefit entitlement purposes under all of
Milacron’s supplemental pension plans, (v) 24 months of continued coverage under
Milacron’s group medical, dental, long-term disability and life insurance plans,
(vi) a stipend to cover miscellaneous transition expenses and (vii) any accrued
but unpaid items.
If any
payments or benefits that Mr. Brown receives under the Retirement Agreement are
subject to an additional tax under Section 409A or Section 280G of the Internal
Revenue Code, Mr. Brown will receive an additional payment so that he is placed
in the same after-tax position as if no such tax were imposed under such
section.
A copy of
the press release announcing Mr. Brown’s retirement and the formation of a
search committee to assist the full Board in identifying and considering
potential successors to Mr. Brown is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item
9.01. Financial Statements And Exhibits.
99.1
– News release issued by Milacron Inc. on April 18, 2008
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.
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Milacron
Inc.
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April
18, 2008
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By:
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/s/
Hugh
C. O
’
Donnell
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Name:
Hugh C. O
’
Donnell
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Title:
Senior Vice President, General Counsel
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and Secretary
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