WWW.EXFILE.COM, INC. -- 15057 -- NORTH AMERICAN GALVANIZING AND COATINGS, INC. -- FORM 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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)
North
American Galvanizing & Coatings, Inc.
(Exact
name of registrant as specified in charter)
|
Delaware
|
1-3920
|
71-0268502
|
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
|
of
incorporation)
|
|
Identification
No.)
|
|
5314
South Yale Avenue, Suite 1000, Tulsa, Oklahoma
|
74135
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(Registrant’s
telephone number, including area code): (918)
494-0964
2250
East 73rd
Street, Tulsa, Oklahoma 74136-6832
(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):
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
April
3, 2007, North American Galvanizing & Coatings, Inc., (the “Company”),
entered into an employment agreement with Ronald J. Evans, President and CEO.
This three year employment agreement, effective April 1, 2007, provides the
CEO
an annual base salary of $325,000 during the term subject to possible increase
by the Board. Under the agreement, the CEO remains eligible to
participate in all Company benefit plans.
If
the
CEO’s employment is terminated for any reason other than a change in control or
for cause or because of a permanent disability, then the employment agreement
provides that CEO (or his estate) is entitled to a one-time termination payment
equal to his then annual base salary.
In
the
event either the CEO or the Company elects to terminate the agreement upon
the
occurrence of a change in control, then the CEO will be entitled to receive
a
one-time payment equal to 2.99 times his annual base salary as of the date
of
termination. The CEO would have received a termination payment of
$971,750 in the event the employment agreement had been in effect as of December
31, 2006, and a change of control and termination had occurred at that
time.
The
CEO and the Chairman of the Board
in consultation with the Compensation Committee negotiated the terms of the
employment agreement, which were recommended by the Compensation Committee
and
approved by the Board. The Compensation Committee and the Board believe
that the terms of the agreement are reasonable and that the agreement was needed
in order to retain the services of the CEO.
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.
Date:
April 3, 2007
| |
|
|
| |
North
American Galvanizing & Coatings, Inc. |
|
|
|
|
|
By: |
/s/ Beth
B.
Hood |
| |
Beth
B. Hood |
| |
Vice
President and Chief Financial Officer |