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): September
15, 2006
Hercules
Incorporated
(Exact
name of registrant as specified in its charter)
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Delaware
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001-00496
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51-0023450
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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Hercules
Plaza
1313
North Market Street
Wilmington,
Delaware 19894-0001
(Address
of principal executive offices) (Zip Code)
(302)
594-5000
(Registrant’s
telephone number, including area code)
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In
the
proxy statement for the 2006 Annual Meeting of Shareholders of Hercules
Incorporated (the “Company”), the Company disclosed that it has established
standards for determining director independence and that such standards are
included in the Company’s Corporate Governance Guidelines, which are available
in the corporate governance section of the Company’s website at www.herc.com.
The Company did not specifically set out in its proxy statement the standards
included in its Corporate Governance Guidelines. On September 15, 2006, the
New York Stock Exchange (the “NYSE”) informed the Company that
Section 303A.02(a) of the NYSE Listed Company Manual requires that the
Company’s director independence standards be included in the Company’s annual
proxy statement. The Company’s standards are more strict than NYSE’s director
independence requirements, and the Company believes that the disclosure in
the
proxy statement for its 2006 Annual Meeting of Shareholders was not materially
different from what is required by the NYSE Listed Company Manual. However,
after consultation with the NYSE, the Company has decided to set forth its
standards in this current report on Form 8-K. The Company’s standards for
determining director independence are as follows:
All
members of the Board shall be independent, except that up to two (2) Directors
may be members of management, including the CEO. A Director is considered
“independent” only when the Board has affirmatively determined that the Director
has no material relationship with the Corporation or any entity owned or
controlled by the Corporation (either directly or as a partner, shareholder
or
officer of an organization that has a relationship with the Corporation or
any
entity owned or controlled by the Corporation), following a review of all
relevant information and factors the Board deems appropriate, and a
recommendation by the Governance Committee. Among others, the Board recognizes
that material relationships can include commercial, industrial, banking,
consulting, legal, accounting, charitable and familial relationships. However,
as the key concern is independence from management, the ownership of a
significant amount of stock, by itself, shall not be considered a bar to an
independence finding (except as discussed below in connection with the Audit
Committee).
Except
in
an unusual circumstance, the Board shall not include more than two (2) members
of the Corporation’s management, one of whom shall be the CEO. The Governance
Committee is responsible for reviewing the independence of the members of the
Board and Board Committees on a periodic basis (but at least annually), as
well
as any relationships Directors may have with the Corporation and/or its
subsidiaries or affiliates or otherwise that may reasonably create the
appearance of non independence. The Corporation shall disclose each
determination of an “independent director” in its annual proxy
statement.
Without
limiting the information and factors that the Board may review and consider,
a
Director shall meet the criteria for independence established in applicable
laws, rules and regulations concerning independence, including those of the
Securities and Exchange Commission and of the New York Stock Exchange. However,
none of the following shall be considered to be independent:
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a
Director who is also a current officer or other employee of the
Corporation or an entity owned or controlled by the
Corporation;
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a
Director who is affiliated with or employed by, or whose immediate
family
member is affiliated with or employed in a professional capacity
by, a
present or former internal or external auditor of the Corporation
until
five (5) years after the end of either the affiliation or the auditing
relationship;
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a
Director who is employed, or whose immediate family member is employed,
as
an executive officer of another company where any of the Corporation’s
executive officers serves on that company’s compensation committee until
five (5) years after the end of such service or the employment
relationship; and
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a
Director
who is an executive officer or an employee, or whose immediate family
member is an executive officer, of another company (A) that accounts
for
or could reasonably be expected to account for at least 2% or $1
million,
whichever is the greater, of the Corporation’s consolidated gross
revenues, or (B) for which the Corporation accounts for or could
reasonably be expected to account for at least 2% or $1 million,
whichever
is the greater, of such other company’s consolidated gross revenues, in
each case until five (5) years after falling below such
threshold.
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Further,
the Board will presume that (A) a Director who receives, or whose immediate
family member receives, more than $100,000 per year in direct compensation
from
the Corporation, other than Director and Board Committee fees and pension or
other forms of deferred compensation (provided such compensation is not in
any
way contingent on continued service) is not independent until five (5) years
after he or she ceases to receive more than $100,000 per year in such
compensation and (B) a Director who is a former officer or other employee of
the
Corporation or an entity owned or controlled by the Corporation is not
independent. The Board may negate these presumptions if the Board determines,
without any independent Director dissenting, that based on all the facts and
circumstances such compensatory or other relationship is not
material.
For
the
purposes of service on the Audit Committee, a Director will not be considered
“independent,” unless, in addition to meeting the above criteria and such other
qualifications as may be required by the Board, he or she (A) does not receive,
directly or indirectly, any consulting, advisory, or other compensatory fee
from
the Corporation or any of its subsidiaries and (B) is not an affiliate of the
Corporation or any of its subsidiaries. The foregoing shall be interpreted
in
accordance with, and shall be subject to the exceptions provided under, Rule
10A-3 promulgated under the Securities Exchange Act of 1934, as
amended.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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September
21, 2006
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By:
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HERCULES
INCORPORATED
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/s/
Israel J. Floyd
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Israel
J. Floyd
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Corporate
Secretary and General Counsel
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