- Current report filing (8-K)
June 08 2010 - 3:59PM
Edgar (US Regulatory)
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): June 8, 2010
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Commission
File Number
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Registrant and
State of Incorporation
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I.R.S. Employer
Identification Number
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001-33527
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BWAY Holding Company
(Delaware)
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55-0800054
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001-12415
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BWAY Corporation
(Delaware)
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36-3624491
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8607
Roberts Drive, Suite 250
Atlanta, Georgia
(Address of principal executive offices)
30350-2237
(Zip Code)
(770) 645-4800
(Registrants telephone number)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 8, 2010, BWAY Holding Company (the Company) held a special meeting of the Companys stockholders to vote on
(
i
) a proposal (Proposal 1) to adopt the Agreement and Plan of Merger, dated March 28, 2010, as it may be amended from time to time (the Merger Agreement), by and among the Company, Picasso Parent Company,
Inc. (Parent) and Picasso Merger Sub, Inc. (Merger Sub) and (
ii
) a proposal (Proposal 2) to approve an adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the special meeting to adopt the Merger Agreement. The matters acted upon at the special meeting are described in more detail in the Companys definitive proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on May 7, 2010, pursuant to which proxies were solicited.
Stockholders voted to
approve the Merger Agreement with the affirmative vote of holders of (i) a majority of the outstanding shares of common stock of the Company and (ii) a majority of the outstanding shares of common stock of the Company that are not held by
affiliates of Kelso & Company, L.P., as required by the Merger Agreement. The following are the final voting tallies for the special meeting:
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For
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Against
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Abstain
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Proposal 1
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18,752,923
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1,338
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396,643
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Proposal 2
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18,363,651
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389,610
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397,643
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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 thereunto duly authorized.
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BWAY Holding Company
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Date: June 8, 2010
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By:
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/s/ Michael B. Clauer
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Michael B. Clauer
Executive
Vice President and
Chief Financial Officer
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BWAY Corporation
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Date: June 8, 2010
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By:
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/s/ Michael B. Clauer
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Michael B. Clauer
Executive
Vice President and
Chief Financial Officer
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