UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 8, 2008
AZZ
incorporated
(Exact
name of Registrant as specified in its charter)
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TEXAS
(State
or Other Jurisdiction of Incorporation or Organization)
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1-12777
Commission
File No.
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75-0948250
(I.R.S.
Employer Identification Number)
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University
Center 1, Suite 200
1300
South University Drive
Fort Worth, TX
76107
(Address
of principal executive offices, including zip code)
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Registrant’s
Telephone Number, including Area Code:
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(817)
810-0095
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None
(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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1—Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
Amended and Restated 2005
Long-Term Incentive Plan
In May
2008, the Board of Directors of AZZ incorporated (the “Company”) approved the
AZZ incorporated Amended and Restated 2005 Long-Term Incentive Plan (the
“Amended Plan”) to be submitted to the Company’s shareholders for
approval. On July 8, 2008, the shareholders of the Company approved
the Amended Plan in the form recommended by the Board of Directors at the
Company’s 2008 annual meeting of shareholders. The Amended Plan
contains amendments to the Company’s previously adopted 2005 Long Term Incentive
Plan that, among other things, provide for:
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·
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clarification
of how shares are treated as issued under the Amended Plan with respect to
Stock Appreciation Right awards;
and
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·
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the
number of shares of the Company’s common stock authorized for issuance
under the Amended Plan is increased to 1,000,000
shares.
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A copy of
the Amended Plan is attached hereto as Exhibit 10.1 and is incorporated into
this filing by reference. The summary above does not purport to be
complete and is qualified in its entirety by reference to the actual text of the
Amended Plan.
Employee Stock Purchase
Plan
Additionally,
in May 2008, the Board of Directors approved the AZZ incorporated Employee Stock
Purchase Plan (the “Purchase Plan”) to be submitted to the Company’s
shareholders for approval. The Purchase Plan reserved five hundred
thousand (500,000) shares of the Company’s common stock for issuance
thereunder. On July 8, 2008, the Company’s shareholders approved the
Purchase Plan in the form recommended by the Board of Directors at the Company’s
2008 annual meeting of shareholders. The purpose of the Purchase Plan
is to provide employees (including officers) of the Company and certain of its
majority owned subsidiaries with an opportunity to purchase common stock from
the Company through payroll deductions. The following description of
the Purchase Plan was included in, and a copy of the plan was attached to, the
proxy statement delivered to the Company’s shareholders for the annual meeting
and filed with the Securities and Exchange Commission on June 1,
2008. A copy of the Purchase Plan is also attached hereto as Exhibit
10.2 and is incorporated into this filing by reference. The following
summary of the plan is not intended to be complete and is qualified in its
entirety by reference to the actual text of the Purchase Plan.
Offering
Period
Offerings
under the Purchase Plan have a duration of twenty-four months and commence on
the Monday immediately following the completion of the first payroll period
ending in September and March of each year, unless otherwise specified by the
Board of Directors. Each offering period is composed of four
six-month exercise periods. The Board of Directors has the power to
alter the duration of an offering period with respect to future offerings if
announced at least fifteen days prior to the scheduled beginning of the first
offering period to be affected.
Grant and Exercise of
Option
On the
first day of an offering period (the “Enrollment Date”), the participant is
granted an option to purchase on each exercise date during such offering period
up to a number of whole shares of the common stock determined by dividing 10% of
the participant's Compensation (as defined in the Purchase Plan) by the lower of
(i) 85% of the fair market value of a share of the common stock on the
Enrollment Date or (ii) 85% of the fair market value of a share of common stock
on the exercise date. The number of shares subject to such
option shall be reduced, if necessary, to maintain the limitations with respect
to a
participant's
ownership of stock and/or options to purchase stock possessing 5% or more of the
total combined voting power or value of all classes of stock of the
Company or any subsidiary, and to restrict a participant's right to purchase
stock under the Purchase Plan to the maximum amount allowed under the Internal
Revenue Code of 1986, as amended, which is currently $25,000 in fair market
value of such stock (determined at the time the option is granted), for each
calendar year in which such option is outstanding at any time. Unless
the employee's participation is discontinued, his option for the purchase of
shares of common stock will be exercised automatically at the end of each six
month exercise period within the offering period at the applicable
price. To the extent an employee's payroll deductions exceed the
amount required to purchase the shares subject to option, such excess amount
shall be held in such participant's account for the next exercise period, unless
such participant has withdrawn from the offering period or unless such offering
period has terminated with such exercise date, in which case such amount shall
be returned to the employee without interest.
Shares Available Under the
Purchase Plan
The total
number of shares of common stock that are issuable under the Purchase Plan is
five hundred thousand (500,000) shares.
Eligibility and
Participation
Any
employee who is employed by the Company or its participating majority owned
subsidiaries for at least twenty hours per week (customarily) and more than
ninety days prior to such employee’s election to participate in the Purchase
Plan is eligible to participate in offerings under the Purchase
Plan. Employees become participants in the Purchase Plan by
delivering to the Company a subscription agreement authorizing payroll
deductions within the specified period of time prior to the commencement of each
offering period. Currently, the Company and its majority owned
subsidiaries have approximately 1,700 employees eligible to participate in the
Purchase Plan. The Board of Directors has the sole discretion to
designate majority owned subsidiaries of the Company for participation in the
Purchase Plan, and the Board of Directors may amend this designation at any time
in its sole discretion.
No
employee is permitted to purchase shares under the Purchase Plan if such
employee owns 5% or more of the total combined voting power or value of all
classes of shares of stock of the Company (including shares that may be
purchased under the Purchase Plan or pursuant to any other
options). In addition, no employee is entitled to purchase more than
the maximum amount of shares allowed under the Internal Revenue Code of 1986, as
amended, which is currently $25,000 worth of shares (based on the fair market
value of the shares at the time the option is granted) in any calendar
year.
Purchase
Price
The price
at which shares of common stock are sold under the Purchase Plan is eighty-five
percent (85%) of the fair market value per share of common stock at either the
beginning of the offering period or at the end of each six-month
exercise period, whichever is lower.
Administration
The
Purchase Plan is administered by the Board of Directors or a committee appointed
by the Board of Directors. Directors who are eligible employees are
permitted to participate in the Purchase Plan; provided, however, that (i)
directors who are eligible to participate in the Purchase Plan may not vote on
any matter affecting the administration or the grant of any option pursuant to
the Purchase Plan and (ii) if a committee is established to administer the
Purchase Plan, no committee member will be eligible to participate in the
Purchase Plan. In the event that the shareholders approve the
Purchase Plan, the Board will delegate administration of the Purchase Plan to
the Compensation Committee.
Section
5—Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The
information presented in Item 1.01 hereof with respect to the Amended Plan and
the Purchase Plan is hereby incorporated by reference in this Item
5.02.
Section
9—Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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AZZ
incorporated Amended and Restated 2005 Long-Term Incentive
Plan
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AZZ
incorporated Employee Stock Purchase
Plan
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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.
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AZZ
incorporated
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DATE: 7/11/08
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By:
/s/ Dana Perry
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Dana
Perry
Senior
Vice President Finance
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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AZZ
incorporated Amended and Restated 2005 Long-Term Incentive
Plan*
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AZZ
incorporated Employee Stock Purchase
Plan*
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*
Each document marked with an asterisk is filed
herewith.
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