8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 22, 2006
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
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| Delaware
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0-22462
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16-1445150 |
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| (State or other jurisdiction
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
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3556 Lake Shore Road
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P.O. Box 2028
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Buffalo, New York
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14219-0228 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (716) 826-6500
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement.
Awards of Restricted Stock to Outside Directors
On May 22, 2006, Gibraltar Industries, Inc. (the “Company”) granted an award of one thousand
(1,000) shares of restricted stock to each of David N. Campbell, William J. Colombo, William P.
Montague, Robert E. Sadler, Jr., Arthur A. Russ, Jr. and Gerald S. Lippes (collectively the
“Outside Directors”) as permitted by the terms of the Gibraltar Industries, Inc. 2005 Equity
Incentive Plan, an equity incentive compensation plan approved by the stockholders of the Company
on May 19, 2005. Holders of restricted stock are not permitted to transfer such shares until the
restrictions on transferability of the shares lapse as provided by the award. During the period
between the date an award of restricted stock is made and the date the restrictions on the
transferability of such shares lapse, the recipient of the award is entitled to vote the restricted
shares and to receive dividends paid on such shares. The restrictions on the transferability of
the restricted stock awarded to the Outside Directors pursuant to the
May 22, 2006 awards lapse on the earliest to occur of:
(a) the third (3rd) anniversary of the date hereof; (b) the
date the recipient retires from his position as a member of the
Company’s Board of Directors; (c) the date of the
recipient’s death; (d) the date it is determined that the
recipient suffers from a disability; or (e) a change in
control of the Company.
The foregoing description of the terms of the instrument granting the shares of restricted
stock to the Company’s Outside Directors is qualified in its entirety by reference to the terms of
the award instrument, a form of which is filed as Exhibit 10.1 hereto.
Amendment and Restatement of Change in Control Agreement
On May 22, 2006, the Company amended and restated the Change in Control Agreement which the
Company entered into with David W. Kay, its Executive Vice President, Chief Financial Officer and
Treasurer (the “Chief Financial Officer”). The original Change in Control Agreement between the
Company and the Chief Financial Officer, dated April 7, 2005, provided that, if a change in control
of the Company occurred, the Chief Financial Officer would receive a lump sum payment equal to his
Annual Compensation (as defined in the original Change in Control Agreement) only if his employment
was terminated within one (1) year following the change in control. As amended and restated, the
Change in Control Agreement now provides that the Chief Financial Officer will be entitled to a
lump sum payment upon the occurrence of the change in control, regardless of whether his employment
with the Company is terminated. The amended and restated Change in Control Agreement also provides
that the Chief Financial Officer is entitled to receive shares of common stock of the Company equal
to the number of shares of common stock of the Company the Chief Financial Officer is eligible to
receive under any long term incentive compensation plan previously adopted by the Company for the
Chief Financial Officer, even though at the time the change in control of the Company occurs the
additional shares of common stock of the Company may not have been
earned by him.
The foregoing description of the amended and restated Change in Control Agreement for the
Company’s Chief Financial Officer is qualified in its entirety by reference to the terms and
conditions of that agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated
herein by reference.
ITEM 1.02. Termination of a Material Definitive Agreement
Termination of the 2003 Gibraltar Incentive Stock Option Plan
On May 22, 2006, the Company adopted an amendment to the 2003 Gibraltar Incentive Stock Option
Plan (the “2003 Incentive Stock Option Plan”) providing for the termination of the 2003 Incentive
Stock Option Plan effective April 1, 2005, (the date that the Gibraltar Industries, Inc. 2005 Equity
Incentive Plan (the “Omnibus Plan”) became effective). The 2003 Incentive Stock Option Plan is
deemed to be material under Securities and Exchange Commission Regulation S-K Item
601(b)(10)(iii)(A) as a compensatory plan in which named executive officers of the Company
participate. The 2003 Incentive Stock Option Plan was terminated in connection with the Company’s
adoption of the Omnibus Plan which provides the Company the authority to issue incentive stock
option awards to employees and named executive officers of the Company.
The Amendment to the 2003 Incentive Stock Option Plan providing for the termination of the
2003 Incentive Stock Option Plan, a copy of which is filed as Exhibit 10.3 hereto, is incorporated
herein by reference.
Termination of Gibraltar Steel Corporation Restricted Stock Plan
On May 22, 2006, the Company adopted an amendment to the Gibraltar Steel Corporation
Restricted Stock Plan (the “Restricted Stock Plan”) providing for the termination of the Restricted
Stock Plan effective April 1, 2005, (the date that the Omnibus
Plan became effective). The
Restricted Stock Plan is deemed to be material under Securities and Exchange Commission Regulation
S-K Item 601(b)(10)(iii)(A) as a compensatory plan in which named executive officers of the Company
participate. The Restricted Stock Plan was terminated in connection with the Company’s adoption of
the Omnibus Plan which provides the Company the authority to issue restricted stock awards to
employees and named executive officers of the Company.
The Amendment to the Restricted Stock Plan providing for the termination of the Restricted
Stock Plan, a copy of which is filed as Exhibit 10.4 hereto, is incorporated herein by reference.
Termination of Gibraltar Steel Corporation Non-Qualified Stock Option Plan
On May 22, 2006, the Company adopted an amendment to the Gibraltar Steel Corporation
Non-Qualified Stock Option Plan (the “Non-Qualified Option Plan”) providing for the termination of
the Non-Qualified Option Plan effective as of May 19,
2006. The Non-Qualified Option Plan is deemed to be material under Securities and Exchange
Commission Regulation S-K Item 601(b)(10)(iii)(A) as a compensatory plan in which named executive
officers of the Company participate. The Non-Qualified Option Plan was terminated in connection
with the Company’s adoption of the Omnibus Plan which provides the Company the authority to issue
non-qualified stock option awards to employees and named executive officers of the Company.
The Amendment to the Non-Qualified Option Plan providing for the termination of the
Non-Qualified Option Plan, a copy of which is filed as Exhibit 10.5 hereto, is incorporated herein
by reference.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits.
10.1 Gibraltar
Industries, Inc. 2005 Equity Incentive Plan Form of Award of Restricted Stock
10.2 Change
in Control Agreement, dated May 22, 2006, between Gibraltar Industries, Inc. and
David W. Kay
10.3 First
Amendment to the 2003 Gibraltar Incentive Stock Option Plan, dated May 22, 2006
10.4 First
Amendment to Second Amendment and Restatement of the Gibraltar Steel Corporation
Restricted Stock Plan, dated May 22, 2006
10.5 First
Amendment to Second Amendment and Restatement of the Gibraltar Steel Corporation
Non-Qualified Stock Option Plan, dated May 22, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated:
May 25, 2006
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GIBRALTAR INDUSTRIES, INC.
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/S/ David W. Kay |
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Name: David W. Kay |
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Title: Chief Financial Officer |
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EXHIBIT INDEX
10.1 Gibraltar
Industries, Inc. 2005 Equity Incentive Plan Form of Award of Restricted Stock
10.2 Change
in Control Agreement, dated May 22, 2006, among Gibraltar Industries, Inc. and
David W. Kay
10.3 First
Amendment to the 2003 Gibraltar Incentive Stock Option Plan,
dated May 22, 2006
10.4 First
Amendment to Second Amendment and Restatement of the Gibraltar Steel Corporation
Restricted Stock Plan, dated May 22, 2006
10.5 First
Amendment to Second Amendment and Restatement of the Gibraltar Steel
Corporation Non-Qualified Stock Option Plan, dated May 22, 2006