UNITED STATES
1
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) January 19, 2006
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Twin Disc, Incorporated
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(Exact name of registrant as specified in its charter)
Wisconsin 1-7635 39-0667110
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(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification No.)
1328 Racine Street, Racine, Wisconsin 53403
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (262) 638-4000
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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
(17CFR 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 24014d-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 Material Definitive Agreements
At its meeting on January 19, 2006, the Compensation Committee of the Board of
Directors of Twin Disc, Incorporated (the "Company") issued 500 performance
stock awards to Jeffrey S. Knutson. The stock will be awarded if the Company
achieves a specified consolidated sales revenue objective in the fiscal year
ending June 30, 2008. A copy of the form of the Performance Stock Award
Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
At its meeting on January 20, 2006, the Board of Directors of the Company
approved, pursuant to a recommendation by the Compensation Committee,
amendments to the Company's 2004 Stock Incentive Plan (the "Plan"). The
amendments to the Plan, which are subject to approval by the Company's
shareholders at the Company's 2006 annual meeting, permit the Compensation
Committee to make Performance Stock Unit Awards (i.e., the right to receive
cash payments equal to the fair market value of the Company's common stock as
of the date such payments vest, if specified performance goals are achieved)
and Performance Unit Awards (i.e., the right to receive predetermined cash
payments if specified performance goals are achieved). The amendments also
place limitations on the maximum annual awards or payments under the Plan to
any particular individual in order to maximize the Company's ability to deduct
payments under the Plan. A copy of the amended Plan, which has been renamed
the Twin Disc, Incorporated, 2004 Long-Term Incentive Compensation Plan, is
attached hereto as Exhibit 10.2 and is incorporated herein by reference.
2
At its meeting on January 19, 2006, the Compensation Committee also approved
the award of Performance Stock Units to various executive officers of the
Company, subject to and effective upon Board approval of the amendments to
the Plan. A total of 23,755 Performance Stock Units were awarded effective
January 20, 2006, with such awards contingent upon shareholder approval of the
Plan amendments at the Company's 2006 annual meeting of shareholders. The
Performance Stock Units will vest if the Company achieves a specified
consolidated sales revenue objective in the fiscal year ending June 30, 2008.
A copy of the form of the Performance Stock Unit Award agreement is attached
hereto as Exhibit 10.3 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Form of the Performance Stock Award agreement
10.2 Twin Disc, Incorporated, 2004 Long-Term Incentive Compensation Plan
10.3 Form of the Performance Stock Unit Award agreement
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Pursuant to the requirements of Section 13 or 15(d) 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.
January 25, 2006 Twin Disc, Inc.
/s/ Christopher J. Eperjesy
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Christopher J. Eperjesy
VP-Finance, CFO and Secretary