UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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):
September 23, 2004
New Jersey State of Incorporation |
Commission File Number 1-3822 |
21-0419870 I.R.S. Employer Identification No. |
One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices
Telephone Number: (856) 342-4800
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-(c))
Item 1.01 Entry into a Material Definitive Agreement
On September 23, 2004, Campbell Soup Company (the Company) made a number of stock option and restricted stock awards to certain of its executives and key managers, including the following:
Number of Stock | Number of Restricted | |||||||
Name |
Options Awarded |
Shares (Units) Awarded |
||||||
Douglas R. Conant |
805,000 | 58,075 | ||||||
Anthony P. DiSilvestro |
42,310 | 13,600 | ||||||
John A. Doumani |
57,500 | 19,500 (units) | ||||||
M. Carl Johnson, III |
75,900 | 22,800 | ||||||
Ellen O. Kaden |
75,900 | 27,100 | ||||||
Larry S. McWilliams |
79,695 | 25,400 | ||||||
Denise M. Morrison |
41,400 | 14,000 | ||||||
Nancy A. Reardon |
57,500 | 22,300 | ||||||
Mark A. Sarvary |
100,000 | 36,000 | ||||||
Robert A. Schiffner |
80,500 | 24,000 | ||||||
David R. White |
41,400 | 16,000 | ||||||
Doreen A. Wright |
41,400 | 14,900 |
The stock option and restricted stock awards were made pursuant to the Companys 2003 Long-Term Incentive Plan, which was filed with the Securities and Exchange Commission with the Companys 2003 Proxy Statement (the Plan). A form of stock option award statement and restricted stock award statement are filed with this Current Report as Exhibit 10.1 and 10.2, respectively.
The stock options are exercisable at a price of $26.36 per share and vest in accordance with the schedule set forth in the stock option award statement. Subject to earlier termination as described in the Plan, the stock options expire as set forth in the stock option award statement. The restricted shares (or, in the case of Mr. Doumani, restricted share units) vest in accordance with the schedule set forth in the restricted stock award statement. If the recipient voluntarily resigns or is terminated for cause as defined in the Plan, any restricted shares (or units) will be forfeited and returned to the Company. If the recipients employment is ended because of retirement, a Company initiated termination, or death, each segment of the award will be prorated based upon the length of time the recipient was employed during the restriction period, and the prorated award will vest in accordance with the schedule in the restricted stock award statement. The restricted shares (or units) may not be sold, assigned, transferred, pledged or otherwise disposed of by the recipient until they vest. Each recipient is entitled to receive any dividends or
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other distributions made with respect to the restricted shares (or units).
Item 9.01 Financial Statements and Exhibits
(c) | Exhibits |
10.1 | Form of Stock Option Award Statement. | |||
10.2 | Form of Restricted Stock Award Statement. |
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.
CAMPBELL SOUP COMPANY (Registrant) |
||||
Date: September 28, 2004
By: | /s/ Robert A. Schiffner | |||
Robert A. Schiffner | ||||
Senior Vice President and
Chief Financial Officer |
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