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): |
December 22, 2004 |
Banta Corporation
|
(Exact name of registrant as specified in its charter) |
Wisconsin
|
1-14637
|
39-0148550
|
(State or other |
(Commission File |
(IRS Employer |
jurisdiction of |
Number) |
Identification No.) |
incorporation) |
225 Main Street, Menasha, Wisconsin 54952
|
(Address of principal executive offices, including zip code) |
(920) 751-7777
|
(Registrant's telephone number, including area code) |
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 Principal Officers; Election of Directors; Appointment of Principal
Officers. |
On
December 22, 2004, the Board of Directors of Banta Corporation (the Company)
increased the size of the Companys Board from seven directors to eight directors and
elected David T. Gibbons as a new director to fill the vacancy created by such increase.
Mr. Gibbons may be appointed to serve as a member of a committee of the Board of
Directors, but no decision has been made to appoint him to any specific committee as of
the date of this Current Report.
Mr. Gibbons,
61, has served as the President and Chief Executive Officer of Perrigo Company,
a manufacturer of over-the-counter store brand pharmaceutical and nutritional
products, since May 2000 and as its Chairman of the Board since August 2003. He
served as President of Rubbermaid Europe from August 1997 to April 1999 and as
President of Rubbermaid Home Products from December 1995 to August 1997. Prior
to joining Rubbermaid, Mr. Gibbons served in a variety of general management,
sales and marketing positions during his 27-year career with 3M Company. In
addition to serving as a director of Perrigo Company, Mr. Gibbons is a director
of Robbins & Myers, Inc., a supplier of application-critical equipment and
systems to the global pharmaceutical, energy and industrial markets.
The
Companys press release announcing the election of Mr. Gibbons as a director is
furnished as Exhibit 99.1 to this Current Report.
Item 5.03. |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In
connection with the appointment of a new director, the Companys Board of Directors
amended Section 3.01 of the Companys by-laws to increase the size of the
Companys board from seven directors to eight directors. The amendment to the by-laws
became effective as of December 22, 2004.
Copies
of the by-law amendment and the Companys by-laws, as so amended, are filed as
Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and are incorporated
herein by reference.
Item 9.01. |
Financial
Statements and Exhibits. |
|
(c) |
Exhibits.
The following exhibits are being filed or furnished herewith: |
|
(3.1) |
Text
of Amendment to Section 3.01 of By-Laws of Banta Corporation. |
|
(3.2) |
By-Laws
of Banta Corporation, as amended through December 22, 2004. |
|
(99.1) |
Press
Release of Banta Corporation, dated December 22, 2004. |
-2-
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.
|
BANTA CORPORATION |
Date: December 22, 2004 |
By: /s/ Ronald D. Kneezel |
|
Ronald D. Kneezel |
|
Vice President, General Counsel and Secretary |
-3-
BANTA CORPORATION
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
(3.1) |
Text
of Amendment to Section 3.01 of By-Laws of Banta Corporation. |
(3.2) |
By-Laws
of Banta Corporation, as amended through December 22, 2004. |
(99.1) |
Press
Release of Banta Corporation, dated December 22, 2004. |
-4-