Engelhard 8K - 12/08/05
 
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): December 8, 2005
 
ENGELHARD CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
1-8142
22-1586002
(State or other jurisdiction of incorporation)
 
(Commission File Number)
(I.R.S. Employer Identification No.)
101 Wood Avenue, Iselin, New Jersey
08830
(Address of principal executive offices)
(Zip Code)

 
Registrant’s telephone number, including area code (732) 205-5000

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:

[ ] 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.
 
Non-Employee Director Awards
 
On December 8, 2005, the Board of Directors of Engelhard Corporation (the “Company”), based on a recommendation of the Compensation Committee, approved the issuance of options to the Company’s non-employee Directors. Replacing annual grants under an expiring plan, the Board has provided for an option to purchase 3,000 shares of the Company's common stock to be granted each year, beginning with a grant on December 8, 2005, to each non-employee Director in accordance with the provisions of the Company’s 2002 Long Term Incentive Plan. A copy of the form of stock option agreement applicable to each non-employee Director is attached hereto as Exhibit 10.1 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.
 
(c) Exhibits

The following are filed as exhibits to this report:

10.1  Form of Directors Nonqualified Stock Option Agreement


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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.
 
 
   
 ENGELHARD CORPORATION
   
(Registrant)
     
     
 Date:  December 8, 2005    
/s/ Michael A. Sperduto
   
                           Name: Michael A. Sperduto
                           Title: Vice President and
                                     Chief Financial Officer
 
 
 
 
 
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