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): April 1, 2005 CELANESE CORPORATION ---------------------- (Exact Name of Registrant as specified in its charter) DELAWARE 001-32410 98-0420726 ----------------------------- ------------------ ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 WEST LBJ FREEWAY, DALLAS, TEXAS 75234-6034 ------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 901-4500 --------------- NOT APPLICABLE ------------------ (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 1.01 Entry into a Material Definitive Agreement. Effective April 1, 2005, Celanese Corporation (the "Company") has hired Mr. David A. Loeser as its Senior Vice President, Human Resources and Communications. Mr. Loeser's employment will be governed by the terms of an offer letter agreement (the "Letter Agreement") accepted by Mr. Loeser on March 8, 2005 and effective on April 1, 2005. Pursuant to the terms of the Letter Agreement, Mr. Loeser is entitled to receive a base salary of $300,000 per year. He is eligible to receive an annual target bonus equal to 70% of his base salary, with a payout range of 0% - 200% of that target and a minimum bonus payout of $210,000. The determination of bonus payments will be based upon achievements of Company financial targets and personal performance. In addition, Mr. Loeser has been granted (i) 181,000 non-qualified stock options at fair market value on the date of grant, 40% of which are subject to time-based vesting and 60% of which are subject to accelerated vesting over a 5-year period based on attainment of certain Company financial measures, and (ii) $971,000 under the Company's deferred compensation plan (with vesting provisions aligned with the stock option grant) to be paid in cash subject to our majority shareholder, affiliates of The Blackstone Group, disposing of at least 90% of their equity stake in the Company. The Company paid to Mr. Loeser $145,000 of the $971,000 grant on April 1, 2005, to assist in Mr. Loeser's required purchase of the Company's shares of Series A common stock, as described below. The stock option and deferred compensation grants are contingent upon Mr. Loeser's purchase of either (i) 26,500 shares of the Company's Series A common stock at a price of $7.20 per share or (ii) 9,400 shares of the Company's Series A common stock at a price of $16.00 per share. Such purchase of Celanese stock will be subject to trading restrictions for approximately 2.5 years. Further, Mr. Loeser is eligible to participate in the Company's employee benefit plans made available to other senior executives of the Company, including without limitation, medical, dental, life insurance, pension and 401(k) plans. As a condition to Mr. Loeser's employment, he has also entered into a confidentiality, non-competition and non-solicitation agreement for the benefit of the Company (the "Confidentiality Agreement"). In the event that the Company terminates Mr. Loeser without cause or Mr. Loeser resigns for good reason following a change in control, the Company will continue to pay to Mr. Loeser as severance, subject to his continued compliance with the Confidentiality Agreement, his base salary plus target bonus and welfare benefits for one year following such termination. In addition, in the event of such termination, the Company will make available to Mr. Loeser retiree medical coverage on a contributory basis until he reaches the age of 65. The foregoing description is qualified in its entirety by reference to the Letter Agreement to be attached as an exhibit to the Company's quarterly report on Form 10-Q, which the Company intends to file on or before May 16, 2005. Item 8.01 Other Events. On April 5, 2005, the Company issued a press release announcing that the Company had declared on April 5, 2005, a special cash dividend of $0.283 per share on its 4.25% convertible perpetual preferred stock payable on May 2, 2005. The dividend is for the period January 26, 2005 to April 30, 2005 to holders of record as of April 15, 2005. The dividends were declared in accordance with the company's previous disclosure in its registration statement on Form S-1 filed with the Securities and Exchange Commission in connection with the company's IPO on January 21, 2005. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release dated April 5, 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. CELANESE CORPORATION By: /s/ Corliss J. Nelson -------------------------------------- Name: Corliss J. Nelson Title: Executive Vice President and Chief Financial Officer Date: April 7, 2005 EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99.1 Press Release dated April 5, 2005