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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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______________________________
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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January
30,
2006
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Date
of Report (Date of earliest event
reported)
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The
Hershey
Company
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-183
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23-0691590
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(Commission
File Number)
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(IRS
Employer Identification No.)
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100
Crystal A Drive, Hershey, Pennsylvania
17033
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: (717)
534-6799
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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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[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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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Page
1 of
4 Pages
Exhibit
Index - Page 4
INFORMATION
TO BE INCLUDED IN REPORT
Item
5.04
Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans
On
January 30, 2006, The Hershey Company (the “Company”) sent a notice to
participants in the Company’s 401(k) profit sharing plans (the “401(k) Plans”)
informing them that the 401(k) Plans would be changing their recordkeepers.
The
notice stated that while this conversion is being made, participants in the
401(k) Plans would not be able to, among other things, access their accounts
to
direct or diversify their investments, obtain a loan from the 401(k) Plans
or
obtain a distribution from the 401(k) Plans. The notice stated that restrictions
on plan activities would begin at 4:00 PM (Eastern Time) on March 20, 2006
and
end the week of April 2, 2006. This period is referred to herein as the
“Blackout Period.”
On
January 30, 2006, the date the Company received notice of the Blackout Period,
the Company sent a blackout restriction notice (the “BTR Notice”) to its
directors and executive officers informing them that, because the restrictions
during the Blackout Period include restrictions on investment changes involving
the Company’s common stock, one dollar ($1.00) par value, (“Common Stock”) held
in the 401(k) Plans, they would be prohibited during the Blackout Period,
pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules
promulgated thereunder, from purchasing and selling shares of the Company’s
Common Stock or Class B common stock, one dollar ($1.00) par value, (including
derivative securities pertaining to such shares) acquired in connection with
their service as a director or employment as an executive officer.
A
copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Directors
and executive officers of the Company may obtain, without charge, information
regarding the Blackout Period, including the actual ending date of the
Blackout
Period, by contacting Burton H. Snyder, Senior Vice President, General
Counsel
and Secretary, The Hershey Company, 100 Crystal A Drive, Hershey, PA 17033,
(717) 534-7912, before and during the Blackout Period, and the Office of
the
General Counsel, The Hershey Company, 100 Crystal A Drive, Hershey, PA
17033,
for a period of two years thereafter.
Item
9.01
Financial
Statements and Exhibits
(d)
Exhibits
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99.1
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Notice
to Executive Officers and Directors of The Hershey Company regarding
a
401(k) Plan Blackout Period and Trading
Restrictions.
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Page
2 of 4 Pages
Exhibit
Index - Page 4
SIGNATURE
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.
Date: February
2, 2006
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THE
HERSHEY COMPANY
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By:
/s/
Burton H. Snyder
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Burton
H. Snyder,
Senior
Vice President,
General
Counsel and Secretary
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Page
3 of
4 Pages
Exhibit
Index - Page 4
EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Notice
to Executive Officers and Directors of The Hershey Company regarding
a
401(k) Plan Blackout Period and Trading
Restrictions
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Page
4 of
4 Pages
Exhibit
Index - Page 4
Exhibit
99.1
IMPORTANT
NOTICE REGARDING 401(k) PLAN BLACKOUT
PERIOD
AND RESTRICTIONS ON ABILITY TO TRADE SHARES
OF
THE COMPANY’S SECURITIES
This
notice is to inform you of significant restrictions on your ability to trade
any
equity securities of The Hershey Company (the “Company”) during an upcoming
“blackout period” that will apply to the Company’s 401(k) profit sharing plans
(the “401(k) Plans”). This special “blackout period” is imposed on executive
officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and
Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction)
and is in addition to the Company’s trading windows related to its earnings
releases.
The
special blackout period is being imposed because of the conversion to a new
recordkeeper for the 401(k) Plans. The special blackout period will begin at
4:00 PM (Eastern Time) on March 20, 2006 and will end during the week of April
2, 2006 (the “401(k) Plan Blackout Period”). During the 401(k) Plan Blackout
Period, participants in the 401(k) Plans will not be able to access their
accounts to direct or diversify their investments, obtain loans from the
401(k) Plans or obtain a distribution from the 401(k) Plans.
In
accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104
of
Securities and Exchange Commission Regulation BTR, the Company’s directors and
executive officers are prohibited - during the 401(k) Plan Blackout Period
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from purchasing, selling, or otherwise acquiring or transferring, directly
or
indirectly, any equity security of the Company acquired in connection with
his
or her employment as an executive officer or services as a
director.
Please
note the following:
· “Equity
securities” is defined broadly to include the Company’s Common Stock, one dollar
($1.00) par value, Class B common stock, one dollar ($1.00) par value, stock
options, and other derivative securities.
· Covered
transactions are not limited to those involving your direct ownership, but
include any transaction in which you have a pecuniary interest (for example,
transactions by your immediate family members living in your
household).
· Among
other things, these rules prohibit exercising options granted to you in
connection with your employment as an executive officer, selling shares of
Company stock acquired pursuant to such options, selling shares of Company
stock
originally received as a restricted stock unit grant or upon the vesting of
a
restricted stock unit, or selling shares to cover withholding taxes upon the
vesting of restricted stock units.
· Exemptions
from these rules generally apply for purchases or sales under dividend
reinvestment plans, sales required by laws, regularly scheduled grants or awards
under Company equity compensation plans and certain other “automatic”
transactions.
Inquiries
with respect to this blackout period, including to determine whether this
blackout period has ended, should be directed to:
Burton
H. Snyder, Senior Vice President,
General
Counsel and Secretary
The
Hershey Company
100
Crystal A Drive
Hershey,
PA 17033
(717)
534-7912
These
rules apply in addition to the trading restrictions under the Company’s insider
trading policy. If you engage in a transaction that violates these rules, you
may be required to disgorge your profits from the transaction, and you may
be
subject to civil and criminal penalties. The
SEC regulations regarding the blackout period restrictions are complex. To
avoid
any inadvertent violations of the blackout period restrictions, directors and
executive officers are required to follow the Company’s pre-clearance procedures
in connection with any proposed transaction in Company securities. If you have
any questions regarding the Company’s pre-clearance procedures or your ability
to engage in any transaction, please contact Burton H.
Snyder.
January
30, 2006