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): October 26, 2005
Graham Corporation
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-8462
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16-1194720 |
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| (State or other
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 20 Florence Avenue, Batavia, New York 14020
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14020 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (585) 343-2216
N/A
(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:
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
On October 26, 2005, the Compensation Committee of the Board of Directors of Graham
Corporation (the “Company”) approved the grant of stock options to the Company’s named executive
officers and Directors under the 2000 Graham Corporation Incentive Plan to Increase Shareholder
Value. Each such stock option has an exercise price of $13.90 (that being the closing price of the
Company’s Common Stock on the American Stock Exchange on October 26, 2005), is immediately
exercisable and shall expire 10 years from the date of grant.
Director Stock Option Grants:
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Number of Options |
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Helen H. Berkeley
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2,000 |
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Jerald D. Bidlack
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2,000 |
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William C. Denninger
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2,000 |
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H. Russel Lemcke
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2,000 |
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James J. Malvaso
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2,000 |
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Cornelius S. Van Rees
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2,000 |
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Named Executive Officer Stock Option Grants:
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Number of Options |
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William C. Johnson
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12,000 |
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J. Ronald Hansen
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6,000 |
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James R. Lines
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6,000 |
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Stephen P. Northrup
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6,000 |
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Each stock option grant is subject to the execution by the named grantee of a stock option
agreement.
Also on October 26, 2005, the Compensation Committee reviewed the compensation of Mr. Johnson
following the completion by him of approximately one year of service on behalf of the Company and
approved, effective November 1, 2005, an increase in
Mr. Johnson’s annual base salary to $250,000.
Item 8.01. Other Events.
On October 27, 2005, Graham Corporation (the “Company”) issued a press release announcing a
cash dividend of $.025 per share of Common Stock. The dividend will be payable January 4, 2006 to
stockholders of record at the close of business on December 1, 2005. The Company’s press release
announcing the dividend is attached as Exhibit 99.1 to this Form 8-K.