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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
February 16, 2005
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North American Galvanizing & Coatings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-3920 71-0268502
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification Number)
of incorporation)
2250 East 73rd Street
Tulsa, Oklahoma 74136-6832
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 494-0964
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Not applicable
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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))
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ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
At North American Galvanizing & Coatings, Inc.'s (the "Company") 2004
Annual Meeting of Stockholders, the stockholders of the Company approved the
Company's 2004 Incentive Stock Plan (the "Plan") and the Director Stock Unit
Program (the "Program"). The Plan and the Program are attached hereto as
Exhibits 10.1 and 10.2, respectively. The Plan and the Program are administered
by a committee of the Board of Directors (the "Committee") comprised solely of
non-management directors.
THE PLAN
The Plan provides for the grant of stock options ("Options"), stock grants
("Stock Grants"), stock units ("Stock Units"), and stock appreciation rights
("SARs") to certain eligible employees and to outside directors. An eligible
employee is any of the Company's employees or any employee of the Company's
affiliates who has been designated by the Committee to receive a grant under the
Plan. No eligible employee or outside director in any calendar year may be
granted an Option to purchase more than 100,000 shares of the Company's Common
Stock ("Common Stock") or an SAR based on the appreciation with respect to more
than 100,000 shares of Common Stock or may be granted Stock Grants or Stock
Units where the fair market value of shares of Common Stock subject to such
grant exceeds $100,000 in shares of Common Stock. This $100,000 limitation does
not apply to a Stock Unit Grant made pursuant to the Program, which is discussed
below. If there is a change in control, then any conditions to the exercise of
all outstanding Options and SARs and all issuance or forfeiture conditions on
all outstanding Stock Grants and Stock Unit grants will be deemed satisfied.
There are 1,250,000 shares of Common Stock available for issuance under the
Plan, which includes 489,677 authorized but unissued shares under the North
American Galvanizing & Coatings, Inc. 1996 Stock Option Plan which are not
covered by outstanding options. In addition, shares that were subject to
outstanding grants under this plan and the North American Galvanizing &
Coatings, Inc. 1988 Stock Option Plan which are forfeited or lapse shall become
available for issuance under the Plan. The number of such shares will depend
upon which, if any, grants under such plans are forfeited or lapse and therefore
is not known at this time. Any shares of Common Stock which remain unissued
after the cancellation, expiration or exchange of an Option, SAR or Stock Grant
or which are forfeited after issuance shall again be available for grants under
the Plan.
Any Options issued pursuant to the Plan will be represented by an option
certificate and any SARs issued pursuant to the Plan will be represented by a
SAR certificate, provided that should Options and SARs be issued together, then
only an option certificate will be required. The form of option certificate is
included in Exhibit 10.1.
THE PROGRAM
Under the Program, each outside director is required to defer at least 50%
of his or her director fees each calendar year, and each outside director is
given the opportunity to defer 75% or 100% of his or her director fees for each
calendar year. Amounts deferred under the Program will be converted into a Stock
Unit Grant under the 2004 Incentive Stock Plan at the average of the closing
prices for a share of the Company's Common Stock for the 10 trading days before
the date the director fees for outside directors otherwise would have been
payable in cash. To encourage deferral of fees by outside directors, matching
units will be granted to each outside director based on the percentage of his or
her director fees such outside director defers.
Under the Program, for each inside director the Company automatically
defers from such director's salary or other compensation a dollar amount equal
to 50% of the director fees for outside directors. Each inside director may
defer an amount equal to 50% or 75% of the director fees for outside directors
from his or her compensation. Deferrals for inside directors shall be matched at
the same rate as deferrals for outside directors. The deferrals for each inside
director shall coincide with deferrals for outside directors and shall
be converted into a Stock Unit Grant under the 2004 Incentive Stock Plan at the
same time and in accordance with the same procedures followed for outside
directors.
All deferrals made in any calendar year automatically will be deferred for
five calendar years following the calendar year for which the deferral is made.
If a director makes an election at least one full year before the end of such a
five-year deferral period, his or her deferrals under the Program shall be
deferred for an additional five years. Importantly, however, all deferrals under
the Program will be paid as of the later of the date a director's service as a
director ends or the date his or her employment with us ends.
When deferrals become payable under the Program, payment shall be made,
subject to applicable withholdings, in a lump sum in cash or, at the Committee's
discretion, in whole shares of Common Stock (and cash in lieu of a fractional
share) based on the average of the closing prices for a share of Common Stock
for the 10 trading days before the date as of which payment is made. Any payment
in shares of Common Stock will be made subject to the limits in our 2004
Incentive Stock Plan.
GRANTS
On September 21, 2004, the Committee granted options under the Plan to
acquire 5,000 shares of Common Stock to each of John H. Sununu, Joseph J.
Morrow, Patrick J. Lynch, Gilbert L. Kleman, II and Linwood J. Bundy, the
Company's non-management directors. The exercise price for each of these grants
is $1.98 per share and the options vest March 21, 2005.
On February 16, 2005, the Committee granted options under the Plan to
acquire 50,000 shares of Common Stock to Ronald J. Evans, the Company's
President and Chief Executive Officer. The exercise price for this grant is
$2.50 per share and the options vest ratably over a four year period.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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10.1 2004 Incentive Stock Plan
10.2 Form of Stock Option Agreement
10.3 Schedule A to Stock Option Agreement
10.4 Director Stock Unit Program
SIGNATURES
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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.
NORTH AMERICAN GALVANIZING & COATINGS, INC.
Date: March 18, 2005 By: /s/ Paul R. Chastain
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Name: Paul R. Chastain
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
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10.1 2004 Incentive Stock Plan
10.2 Form of Stock Option Agreement
10.3 Schedule A to Stock Option Agreement
10.4 Director Stock Unit Program