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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 19, 2005
THE J. M. SMUCKER COMPANY
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-5111 34-0538550
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
One Strawberry Lane
Orrville, Ohio 44667-0280
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (330) 682-3000
Not Applicable
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(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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 19, 2005, the Board of Directors of The J. M. Smucker Company
(the "Company") approved changes to the Company's Amended and Restated
Nonemployee Director Stock Plan, effective as of August 19, 2005 (the "Plan"),
in response to the passage of the American Jobs Creation Act of 2004 (the "Jobs
Act").
The changes to the Plan create additional sub-accounts under the Plan to
reflect amounts that are "deferred," as such term is defined in the guidance,
issued by the Internal Revenue Service with regard to the Jobs Act (the
"Guidance") as of December 31, 2004 and earnings thereon accrued through
December 31, 2004 (the "Pre-2005 Sub-Account") and amounts that are deferred
after December 31, 2004, earnings thereon and earnings on the amount in the
Pre-2005 Sub-Account that accrue after December 31, 2004 (the "Post-2004
Sub-Account"). The Pre-2005 Sub-Account will remain subject to the provisions of
the Plan in effect prior to the enactment of the Jobs Act and the law applicable
to nonqualified deferred compensation prior to the addition of Section 409A to
the Internal Revenue Code, to the extent permitted by the Jobs Act and the
Guidance. The Post-2004 Sub-Accounts will be subject to the amended provisions
of the Plan that implement the restrictions of the Jobs Act. In addition, the
Plan was amended to allow participants in the Plan to make appropriate deferral
elections and to receive distributions under the Plan in compliance with the
Jobs Act.
The Plan is attached to this Current Report on Form 8-K and is hereby
incorporated herein by reference. The foregoing summary of the amendments to the
Plan is qualified in its entirety by reference to the full text of the Plan
attached hereto as Exhibit 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b) Departure of Principal Officer
(c) Appointment of Principal Officer
On August 19, 2005, the board of directors of The J. M. Smucker Company
elected John W. Denman, 48, as the Company's Vice President and Controller. Mr.
Denman succeeds Mr. Richard G. Jirsa, who previously announced he would be
retiring at the end of calendar year 2005. Mr. Jirsa will continue to serve as a
Vice President of the Company in accounting until his formal retirement in
December 2005.
Mr. Denman joined the Company in 1979 and has held several key financial
management positions, including Assistant Controller, since January 2005, after
having served as Vice President and Chief Financial Officer of Smucker Foods of
Canada, since May 2004. Prior to that time, he had been the Company's Assistant
Controller, since June 2001, and its Director of Accounting, Consumer Market,
since December 1998.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Exhibit
Number Description
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10.1 Amended and Restated Nonemployee Director Stock Plan,
effective as of August 19, 2005
99.1 Press Release, dated August 24, 2005
SIGNATURE
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.
THE J. M. SMUCKER COMPANY
By: /s/ Mark R. Belgya
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Mark R. Belgya
Vice President,
Chief Financial Officer,
and Treasurer
Date: August 24, 2005
EXHIBIT INDEX
Exhibit Exhibit
Number Description
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10.1 Amended and Restated Nonemployee Director Stock Plan, effective as
of August 19, 2005
99.1 Press Release, dated August 24, 2005