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): January 12, 2005
Commission File Number 001-31921
COMPASS MINERALS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 48-1135403
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
8300 College Blvd.
Overland Park, KS 66210
(913) 344-9200
(Address of principal executive offices and telephone number)
N/A
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 12, 2005 Compass Minerals International, Inc. (the
"Company") entered into an Employment Letter Agreement (the "Employment
Agreement") and Non-Competition, Non-Solicitation and Confidentiality Agreement
with Steven P. Wolf, Senior Vice President, Strategy and Development. The
Employment Agreement provides for Mr. Wolf's employment as Senior Vice
President, Strategy and Development through December 31, 2005, unless the term
is shortened or extended by mutual agreement. Under the Employment Agreement,
Mr. Wolf will be paid a base salary and is eligible for incentive bonuses based
upon the Company meeting or exceeding financial objectives. Mr. Wolf is subject
to the certain terms of the Non-Competition, Non-Solicitation and
Confidentiality Agreement executed as part of the Employment Agreement at any
time he is employed by the Company and for 24 months thereafter. In the event
that Mr. Wolf's employment is terminated without Cause or he resigns for Good
Reason (as each term is referenced in the Employment Agreement) or if the
Employment Agreement is not extended by mutual agreement, he will receive his
base pay until the earlier of the second anniversary of his termination date or
the day he violates the Employment Agreement or the Non-Competition,
Non-Solicitation and Confidentiality Agreement.
The foregoing descriptions of the Employment Agreement and the
Non-Competition, Non-Solicitation and Confidentiality Agreement are qualified in
their entirety by reference to the agreements filed as Exhibits 10.1 and 10.2
hereto and incorporated by reference into this Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
(c) Exhibits:
Exhibit No. Document
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10.1 Employment Letter Agreement, dated January 12, 2005, between
Steven Wolf and Compass Minerals International, Inc.
10.2 Non-Competition, Non-Solicitation and Confidentiality
Agreement, dated January 12, 2005, between Steven Wolf
and Compass Minerals International, Inc.
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPASS MINERALS INTERNATIONAL, INC.
Date: January 12, 2005 /s/ Rodney L. Underdown
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Rodney L. Underdown
Chief Financial Officer