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): April 3, 2007
ENGlobal Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
001-14217 88-0322261
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(Commission File Number) (IRS Employer Identification No.)
654 N. Sam Houston Pkwy E., Suite 400, Houston, Texas 77060-5914
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(Address of Principal Executive Offices) (Zip Code)
281-878-1000
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(Registrant's Telephone Number, Including Area Code)
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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
Adoption of Amended Key Manager Incentive Plan
On April 3, 2007, the Compensation Committee of the Board of Directors of
ENGlobal Corporation (the "Company") adopted an amended Key Manager Incentive
Plan, effective January 1, 2007. In amending the Key Manager Incentive Plan, the
Company combined its former Executive Level Incentive Plan, which was terminated
by the Company's Board of Directors effective December 31, 2006, with its
existing Key Manager Incentive Plan. Participants in the former Executive Level
Incentive Plan, including the Company's CFO and Senior Vice President of
Business Development, are now covered under the amended Key Manager Incentive
Plan. The Company's Chief Executive Officer, William A. Coskey, has elected not
to be a participant in the Key Manager Incentive Plan in 2007.
The Key Manager Incentive Plan is designed to motivate the Company's executives
and certain key managers to promote the Company's core values. Under the Key
Manager Incentive Plan, if the Company's adjusted earnings per share for a year,
after subtracting all incentive compensation, exceeds adjusted earnings per
share in the immediately preceding calendar year, the Company designates a bonus
pool equal to $80,000 for each penny per share of earnings the Company makes
that is above the prior year's earnings per share. However, for 2007, earnings
per share will be measured against 2005 earnings per share. The amount of the
bonus pool under the Key Manager Incentive Plan is not permitted to exceed 10%
of adjusted pre-tax, pre-bonus earnings for the year for which the bonus is
paid. Amounts in the bonus pool are distributed in the discretion of the Chief
Executive Officer, after consultation with the Company's management, based on
evaluations of each eligible participant, assessing factors such as financial
performance, client satisfaction, and leadership. In addition, in the discretion
of the Chief Executive Officer, an amount equal to 10% to 15% of the total bonus
pool may be allocated for any employees exhibiting performance over and above
requirements of their position, when their performance has resulted in the
addition of new clients, an improvement in the Company's financial performance,
the award of new projects, or other significant activities that reflect the
Company's core values.
The foregoing description of the Key Manager Incentive Plan does not purport to
be complete and is qualified in its entirety by reference to the plan, which is
filed as Exhibit 10.43 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
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10.43 KEY MANAGER INCENTIVE PLAN amended on April 3, 2007,
to be effective January 1, 2007.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENGlobal Corporation
Date: April 9, 2007 By: /s/ Natalie S. Hairston
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Natalie S. Hairston, Investor
Relations Officer, Chief
Governance Officer, and
Corporate Secretary
EXHIBIT LIST
Exhibit Number Description
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10.43 KEY MANAGER INCENTIVE PLAN amended on April 3, 2007, to be
effective January 1, 2007.