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 April 22, 2008 (April 22, 2008)
reported) -------------------------------
L.B. Foster Company
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-10436 25-1324733
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 412-928-3417
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None
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On April 22, 2008, Registrant executed a letter agreement (the "Agreement"),
which is attached hereto and incorporated herein, wherein Lee B. Foster II will
retire as an employee of the Company, effective May 27, 2008. Under the
Agreement, Mr. Foster and his wife will continue to be beneficiaries, at no cost
to them, under the Registrant's health benefit programs until the earlier of
their deaths or March 31, 2012.
If reelected at Registrant's annual shareholders' meeting, Mr. Foster will
continue as Chairman of the Board and an outside director. As an outside
director and Chairman, Mr. Foster will receive, in addition to the health
benefits described above, a base annual fee of $85,000 and $2,000 for each Board
meeting attended. Mr. Foster, like all elected or reelected outside directors,
will receive 1,750 shares of Registrant's common stock if he is reelected at the
Registrant's May 28, 2008 annual shareholders' meeting.
Item 9.01 Exhibits
10.59 Letter agreement on Lee B. Foster II's retirement
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.
L.B. FOSTER COMPANY
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(Registrant)
Date: April 22, 2008
/s/ David J. Russo
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David J. Russo
Senior Vice President
Chief Financial Officer and Treasurer
Exhibit Index
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Exhibit Number Description
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10.59 Letter agreement on Lee B. Foster II's retirement.