UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) June 20, 2007
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
| Delaware (State or other jurisdiction of incorporation) |
0-22462 (Commission File Number) |
16-1445150 (IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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)).
| ITEM 8.01 | Other Events |
Amendment of the Gibraltar Steel Corporation Incentive Stock Option Plan
On June 15, 2007, the Company adopted the First Amendment (the “ISOP Amendment”) to the Fifth
Amendment and Restatement of the Gibraltar Steel Corporation Incentive Stock Option Plan (the
“Incentive Stock Option Plan”). The ISOP Amendment modifies the manner in which an option holder
(“Optionee”) may pay the exercise price payable in connection with the exercise of any option
outstanding under the Incentive Stock Option Plan.
As a result of the ISOP Amendment, an Optionee may exercise his or her option (i) by
delivery to the Company of cash or a certified or bank check payable to the order of the Company in
an amount equal to the purchase price payable in connection with the exercise of such option; (ii)
by delivery to the Company of previously acquired shares of the Company’s Common Stock having an
aggregate fair market value equal to the purchase price payable in connection with the exercise of
such option; (iii) to the extent permitted under applicable law, through any cashless exercise sale
and remittance procedure that the Committee, in its discretion, may from time to time approve; and
(iv) by a “net exercise” arrangement whereby the number of shares of Common Stock issued to the
Optionee will be reduced by the Company’s retention of a portion of such shares otherwise issuable
in connection with the exercise of the option having an aggregate fair market value equal to the
sum of: (A) the purchase price for the shares (including retained shares) which are to be issued
upon the exercise of the option; and (B) the aggregate amount of the statutory minimum withholding
taxes payable in connection with the Optionee’s payment of the purchase price using the “net
exercise” arrangement.
A copy of the ISOP Amendment is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Amendment
of the Gibraltar Steel Corporation Non-Qualified Stock Option Plan
On June 15, 2007, the Company adopted the Second Amendment (the “NQSOP Amendment”) to the
Second Amendment and Restatement of the Gibraltar Steel Corporation Non-Qualified Stock Option Plan
(the “Non-Qualified Stock Option Plan”). The NQSOP Amendment modifies the manner in which an option
holder (“Optionee”) may pay the exercise price payable in connection with the exercise of any
option outstanding under the Non-Qualified Stock Option Plan.
As a result of the NQSOP Amendment, an Optionee may exercise his or her option (i) by
delivery to the Company of cash or a certified or bank check payable to the order of the Company in
an amount equal to the purchase price payable in connection with the exercise of such option; (ii)
by delivery to the Company of previously acquired shares of the Company’s Common Stock having an
aggregate fair market value equal to the purchase price payable in connection with the exercise of
such option; (iii) to the extent permitted under applicable law, through any cashless exercise sale
and remittance procedure that the Committee, in its discretion, may from time to time approve; and
(iv) by a “net exercise” arrangement whereby the number of shares of Common Stock issued to the
Optionee will be reduced by the Company’s retention of a
portion of such shares otherwise issuable in connection with the exercise of the option having
an aggregate fair market value equal to the sum of: (A) the purchase price for the shares
(including retained shares) which are to be issued upon the exercise of the option; and (B) the
aggregate amount of the statutory minimum withholding taxes payable in connection with the
Optionee’s payment of the purchase price using the “net exercise” arrangement.
A copy of the NQSOP Amendment is filed as Exhibit 10.2 hereto and incorporated herein by
reference.
| ITEM 9.01 | Financial Statements and Exhibits |
| (a) | Not Applicable. | |
| (b) | Not Applicable | |
| (c) | Exhibits |
| Exhibit No. | Description | |
10.1
|
Amendment of the Gibraltar Steel Corporation Incentive Stock Option Plan | |
10.2
|
Amendment of the Gibraltar Steel Corporation Non-Qualified Stock Option Plan |
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.
| Dated: June 20, 2007 |
||||
| GIBRALTAR INDUSTRIES, INC. |
||||
| /s/ David W. Kay | ||||
| Name: | David W. Kay | |||
| Title: Executive Vice President, Chief Financial Officer and Treasurer |
||||
EXHIBIT INDEX
| Exhibit | ||
| No. | Description | |
Exhibit 10.1
|
Amendment of the Gibraltar Steel Corporation Incentive Stock Option Plan | |
Exhibit 10.2
|
Amendment of the Gibraltar Steel Corporation Non-Qualified Stock Option Plan |
Exhibit 10.1
GIBRALTAR STEEL CORPORATION
INCENTIVE
STOCK OPTION PLAN
INCENTIVE
STOCK OPTION PLAN
First Amendment to
Fifth Amendment and Restatement
Fifth Amendment and Restatement
RECITALS:
Gibraltar Steel Corporation, a Delaware corporation with offices at 3556 Lake Shore Road,
Buffalo, New York 14219 (now known as Gibraltar Industries, Inc. (the “Company”)) adopted an
incentive stock option plan known as the “Gibraltar Steel Corporation Incentive Stock Option Plan
(the “Plan”) on September 21, 1993 to enable the Company to attract and retain highly qualified
individuals as officers and key employees of the Company by providing such officers and key
employees an equity based form of incentive compensation.
Prior to the date hereof, the Company has amended and restated the Plan for the purpose of
making certain technical changes to the terms of the Plan, to modify the manner in which the Plan
is administered and to provide for an increase in the number of shares of common stock, par value
$.01 per share of the Company (hereinafter the “Common Stock”) which may be issued upon the
exercise of options granted pursuant to the terms of the Plan from 400,000 shares (the aggregate
number of shares of Common Stock which the Company was authorized to issue upon the exercise of
options granted under the terms of the Plan as adopted on September 21, 1993) to 1,475,000.
The Company now desires to amend the Plan effective as of June 1, 2007 to modify the manner in
which the exercise price payable in connection with the exercise of any options may be paid.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby adopts the following as
the first Amendment to the Fifth Amendment and Restatement of the Gibraltar Steel Corporation
Incentive Stock Option Plan effective as of June 15, 2007:
1. Section 8 of the Plan is hereby amended by deleting the same in its entirety and
substituting therefore a new Section 8 to read as follows:
“1. Exercise of Option. Options shall be exercised as follows:
(a) Notice. Each option, or any installment thereof, shall be exercised, whether in
whole or in part, by giving written notice to the Company at its principal office, specifying the
options being exercised (by reference to the date of the grant of the option), the number of shares
to be purchased, the purchase price being paid in connection with the exercise of the option and
the manner of payment of the purchase price elected by the Optionee. Each such notice shall also
contain representations on behalf of the Optionee that he acknowledges that the Company is selling
the shares being acquired by him under a claim of exemption from registration under the
Securities Act of 1933 as amended (the “Act”), as a transaction not involving any public offering;
that he represents and warrants that he is acquiring such shares with a view to “investment” and
not with a view to distribution or resale; and that he agrees not to transfer, encumber or dispose
of the shares unless: (i) a registration statement with respect to the shares shall be effective
under the Act, together with proof satisfactory to the Company that there has been compliance with
applicable state law; or (ii) the Company shall have received an opinion of counsel in form and
content satisfactory to the Company to the effect that the transfer qualifies under Rule 144 or
some other disclosure exemption from registration and that no violation of the Act or applicable
state laws will be involved in such transfer, and/or such other documentation in connection
therewith as the Company’s counsel may in its sole discretion require.
(b) Payment. Payment of the purchase price for shares of Common Stock to be acquired
in connection with the exercise of any options granted under this Plan (including, specifically,
options granted prior to September 21, 2003) may be made using any of the following payment
methods, whichever is elected by the Optionee in the notice of exercise which is delivered to the
Company: (i) by delivery to the Company of cash or a certified or bank check payable to the order
of the Company in an amount equal to the portion of the purchase price which is payable in
connection with the exercise of such option; (ii) by delivery to the Company of previously acquired
shares of the Company’s Common Stock having an aggregate fair market value equal to the portion of
the purchase price which is payable in connection with the exercise of such option, provided that
such previously acquired shares of Common Stock have been held by the Optionee for such period of
time as may be required by the Committee at the time such shares are delivered to the Company in
connection with the Optionee’s exercise of his/her option hereunder; (iii) to the extent permitted
under applicable law, through any cashless exercise sale and remittance procedure that the
Committee, in its discretion, may from time to time approve; (iv) by a “net exercise” arrangement
pursuant to which the number of shares of Common stock issued to the Optionee in connection with
the Optionee’s exercise of the Option will be reduced by the Company’s retention of a portion of
the shares of the Company’s Common Stock to be issued in connection with the exercise of such
option, which shares of Common Stock have an aggregate fair market value equal to the sum of: (A)
the total exercise price payable for that number of shares of the Company’s Common Stock (including
retained shares) which is to be issued upon the exercise by the Optionee of the number of options
identified by the Optionee in the exercise notice; and (B) the aggregate amount of the statutory
minimum withholding taxes payable in connection with the Optionee’s payment of the purchase price
for the exercise of his options using the “net exercise” arrangement provided for by this Section
8(b)(iii); or (v) any other method of payment as the Committee may, from time to time approve. In
connection with payment by an Optionee of the purchase price due in connection with the exercise of
an option using the “net exercise” arrangement provided for above, the option shall be deemed to
have been exercised by the Optionee with respect to the shares of Common Stock used to pay the
exercise price, the shares of Common Stock used to satisfy the Company’s statutory minimum
withholding tax obligations and the shares of Common Stock issued to the Optionee in connection
with the “net exercise” arrangement. If shares of the Company’s Common Stock are delivered (or
retained by the Company) as payment of the purchase price for shares of Common Stock to be acquired
in connection with the exercise of options granted hereunder, the shares of Common Stock which are
delivered (or retained by the Company) in payment of such purchase price shall be equal in value to
the fair market value (determined in accordance with the principles set forth in Section 6 hereof)
of the Common
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Stock on
the day immediately preceding the day on which such Common Stock is delivered (or retained by the Company) in connection with the
exercise of options granted hereunder.
(c) Issuance of Certificates. Certificates representing the shares purchased by the
Optionee shall be issued as soon as practicable after the Optionee has complied with the provisions
of Section 8(a) hereof.
(d) Rights as a Stockholder. The Optionee shall have no rights as a stockholder with
respect to the shares of Common Stock purchased until the date of the issuance to him of a
certificate representing such shares.”
2. Except as otherwise provided in Section 1 above, the terms of the Plan as contained in the
Fifth Amendment and Restatement of the Plan effective as of January 1, 2000, shall continue in full
force and effect without modification or amendment.
IN WITNESS WHEREOF, the undersigned has executed this Plan by and on behalf of the Company on
and as of the 15th day of June, 2007.
| |
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| GIBRALTAR INDUSTRIES, INC. |
||||
| /s/ David W. Kay | ||||
| Name: | David W. Kay | |||
| Title: Executive Vice President, Chief Financial Officer and Treasurer |
||||
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Exhibit 10.2
GIBRALTAR STEEL CORPORATION NON-QUALIFIED
STOCK OPTION PLAN
STOCK OPTION PLAN
Second Amendment to
Second Amendment and Restatement
Second Amendment and Restatement
RECITALS:
On September 21, 1993, Gibraltar Steel Corporation, a Delaware corporation with offices at
3556 Lake Shore Road, Buffalo, New York 14219 (now known as Gibraltar Industries, Inc. (the
“Company”)) adopted a non-qualified stock option plan known as the “Gibraltar Steel Corporation
Non-Qualified Stock Option Plan” (the “Non-Qualified Option Plan”) to enable the Company to attract
and retain highly qualified individuals as members of the Board of Directors of the Company by
providing the Company a program under which it could grant equity based incentive compensation to
such individuals.
In connection with the adoption by the Company of the Gibraltar Industries, Inc. 2005 Equity
Incentive Plan, the Company amended the Plan to prohibit the issuance of any additional options
effective as of May 19, 2006.
The Company now desires to amend the Plan effective as of June 1, 2007 to modify the manner in
which the exercise price payable in connection with the exercise of any options may be paid.
NOW, THEREFORE, in order to carry into effect the termination of the Non-Qualified Option
Plan, the Company hereby adopts the following as the Second Amendment to the Second Amendment and
Restatement of the Non-Qualified Option Plan effective as of June 15, 2007:
1. Section 8 of the Plan is hereby amended by deleting the same in its entirety and
substituting therefore a new Section 8 to read as follows:
“1. Exercise of Option. Options shall be exercised as follows:
(a) Notice. Each option, or any installment thereof, shall be exercised, whether in
whole or in part, by giving written notice to the Company at its principal office, specifying the
options being exercised (by reference to the date of the grant of the option), the number of shares
to be purchased, the purchase price being paid in connection with the exercise of the option and
the manner of payment of the purchase price elected by the Optionee. Each such notice shall also
contain representations on behalf of the Optionee that he acknowledges that the Company is selling
the shares being acquired by him under a claim of exemption from registration under the Securities
Act of 1933 as amended (the “Act”), as a transaction not involving any public offering; that he
represents and warrants that he is acquiring such shares with a view to “investment” and not with a
view to distribution or resale; and that he agrees not to transfer, encumber or dispose of the
shares unless: (i) a registration statement with respect to the shares
shall be effective under the Act, together with proof satisfactory to the Company that there has been compliance with
applicable state law; or (ii) the Company shall have received an opinion of counsel in form and
content satisfactory to the Company to the effect that the transfer qualifies under Rule 144 or
some other disclosure exemption from registration and that no violation of the Act or applicable
state laws will be involved in such transfer, and/or such other documentation in connection
therewith as the Company’s counsel may in its sole discretion require.
(b) Payment. Payment of the purchase price for shares of Common Stock to be acquired
in connection with the exercise of any options granted under this Plan (including specifically,
options granted prior to May 19, 2006) may be made using any of the following payment methods,
whichever is elected by the Optionee in the notice of exercise which is delivered to the Company:
(i) by delivery to the Company of cash or a certified or bank check payable to the order of the
Company in an amount equal to the portion of the purchase price which is payable in connection with
the exercise of such option; (ii) by delivery to the Company of previously acquired shares of the
Company’s Common Stock having an aggregate fair market value equal to the portion of the purchase
price which is payable in connection with the exercise of such option, provided that such
previously acquired shares of Common Stock have been held by the Optionee for such period of time
as may be required by the Committee at the time such shares are delivered to the Company in
connection with the Optionee’s exercise of his/her option hereunder; (iii) to the extent permitted
under applicable law, through any cashless exercise sale and remittance procedure that the
Committee, in its discretion, may from time to time approve; (iv) by a “net exercise” arrangement
pursuant to which the number of shares of Common stock issued to the Optionee in connection with
the Optionee’s exercise of the Option will be reduced by the Company’s retention of a portion of
the shares of the Company’s Common Stock to be issued in connection with the exercise of such
option, which shares of Common Stock have an aggregate fair market value equal to the sum of: (A)
the total exercise price payable for that number of shares of the Company’s Common Stock (including
retained shares) which is to be issued upon the exercise by the Optionee of the number of options
identified by the Optionee in the exercise notice; and (B) the aggregate amount of the statutory
minimum withholding taxes payable in connection with the Optionee’s payment of the purchase price
for the exercise of his options using the “net exercise” arrangement provided for by this Section
8(b)(iii); or (v) any other method of payment as the Committee may, from time to time approve. In
connection with payment by an Optionee of the purchase price due in connection with the exercise of
an option using the “net exercise” arrangement provided for above, the option shall be deemed to
have been exercised by the Optionee with respect to the shares of Common Stock used to pay the
exercise price, the shares of Common Stock used to satisfy the Company’s statutory minimum
withholding tax obligations and the shares of Common Stock issued to the Optionee in connection
with the “net exercise” arrangement. If shares of the Company’s Common Stock are delivered (or
retained by the Company) as payment of the purchase price for shares of Common Stock to be acquired
in connection with the exercise of options granted hereunder, the shares of Common Stock which are
delivered (or retained by the Company) in payment of such purchase price shall be equal in value to
the fair market value (determined in accordance with the principles set forth in Section 6 hereof)
of the Common Stock on the day immediately preceding the day on which such Common Stock is
delivered (or retained by the Company) in connection with the exercise of options granted
hereunder.
(c) Issuance of Certificates. Certificates representing the shares purchased by the
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Optionee shall be issued as soon as practicable after the Optionee has complied with the provisions
of Section 8(a) hereof.
(d) Rights as a Stockholder. The Optionee shall have no rights as a stockholder with
respect to the shares of Common Stock purchased until the date of the issuance to him of a
certificate representing such shares.”
2. Except as otherwise provided in Section 1 above, the terms of the Plan as contained in the
Second Amendment and Restatement of the Plan effective as of February 11, 1997, as amended, by the
First Amendment to the Second Amendment and Restatement of the Plan effective as of May 19, 2006
shall be and remain in full force and effect, without modification or amendment.
IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this Second Amendment to the Second
Amendment and Restatement of the Gibraltar Steel Corporation Non-Qualified Stock Option Plan to be
executed as of this 15th day of June, 2007.
| |
||||
| GIBRALTAR INDUSTRIES, INC. |
||||
| /s/ David W. Kay | ||||
| Name: | David W. Kay | |||
| Title: Executive Vice President, Chief Financial Officer and Treasurer |
||||
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