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): OCTOBER 19, 2005
COTT CORPORATION
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(Exact name of registrant as specified in its charter)
CANADA 000-19914 None
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
207 Queen's Quay West, Suite 340, Toronto, Ontario M5J 1A7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (416) 203-3898
N/A
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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 (see General Instruction A.2. below):
[ ] 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On October 20, 2005, Cott Corporation (the "Company") issued a press
release for the three and nine month periods ended October 1, 2005. This press
release is furnished herewith as Exhibit 99.1 to this Form 8-K and is
incorporated by reference into this Item 2.02 as if fully set forth herein.
ITEM 2.05. COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.
The information reported in Item 2.06 is hereby incorporated by reference.
ITEM 2.06. MATERIAL IMPAIRMENTS.
For the three month period ended October 1, 2005, the Company recorded
asset impairments of $23.7 million on a pre-tax basis reflecting adjustments of
$20 million to the carrying value of customer relationships and the write-down
of certain assets. The Company also recorded restructuring charges of $2.0
million for severance payments as part of the plan announced by the Company on
September 29, 2005 to realign the management of its Canadian and United States
businesses to a North American basis (the "Realignment Plan"). The Company made
the determination on October 19, 2005 as to the amounts and character of these
charges in connection with the preparation of its financial statements for the
three month period ended October 1, 2005.
The Company anticipates that, in connection with implementing the
Realignment Plan, it will record additional pre-tax charges of approximately $34
to 54 million over the 12 to 18 month period following the announcement of the
Realignment Plan. It is expected that the largest of these additional charges
will be related to asset impairment and that there will also be charges for
severance, termination and other costs.
At the present time, the Company has not completed its detailed plans and
the requisite analyses to determine its estimates or range of estimates of the
total remaining charges and the allocation of those remaining charges to
specific categories in connection with the Realignment Plan. The Company will
file an amended Form 8-K after making such determinations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Press release dated October 20, 2005.
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.
COTT CORPORATION
Date: October 20, 2005 By: /s/ B. Clyde Preslar
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B. Clyde Preslar
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
Number Description
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99.1 Press release dated October 20, 2005.
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