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):
August 9, 2006
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-9344
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56-0732648 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
259 North Radnor-Chester Road, Suite 100
Radnor, PA 19087-5283
(Address of principal executive offices)
Registrant’s telephone number, including area code: (610) 687-5253
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425). |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12). |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)). |
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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 August 9, 2006, the stockholders of Airgas, Inc. (the “Company”) approved the 2006 Equity
Incentive Plan (the “2006 Plan”) at the 2006 Annual Meeting of Stockholders. The Company’s Board
of Directors adopted the 2006 Plan on June 21, 2006, subject to stockholder approval. The purpose
of the 2006 Plan is to provide for the granting of equity-based compensation to directors,
executives and a broad-based category of employees of the Company. As of August 31, 2006, the
effective date of the 2006 Plan, the 2006 Plan will terminate the Company’s existing 1997 Stock
Option Plan (“1997 Plan”) and the 1997 Directors’ Stock Option Plan (“Directors’ Plan”). As
approved by the Company’s stockholders, 3,200,000 shares of common stock will be available for
grant under the 2006 Plan, plus the number, as of August 31, 2006, of shares remaining for issuance
under the 1997 Plan and the Directors’ Plan and the shares subject to outstanding options under the
1997 Plan and the Directors’ Plan that terminate, expire or are canceled without having been
exercised on or after August 31, 2006. As of August 9,
2006, options to purchase 7,097,873 shares
were outstanding and 1,127,262 shares remained available for future grant under the 1997 Plan, and
options to purchase 548,500 shares were outstanding and 181,500 shares remained available for
future grant under the Directors’ Plan. The actual number of shares that will be available or may
become available in the future to be carried over to the 2006 Plan will be based upon the shares
remaining available for issuance and the shares subject to outstanding options under the 1997 Plan
and the Directors’ Plan on August 31, 2006.
On August 9, 2006, each non-employee director received a grant of options to acquire 6,500
shares of the Company’s common stock pursuant to the terms of the Company’s Directors’ Plan.
The description of the 2006 Plan set forth above is qualified in its entirety by reference to
the 2006 Plan filed with this report as Exhibit 10.1.