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 reported) December 6, 2005
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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 1.01 Material Contracts
L.B. Foster Company Supplemental Executive Retirement Plan
Summary of Amendments to Comply with IRC Section 409A
On December 6, 2005, the Registrant's Board of Directors approved the L.B.
Foster Company Supplemental Executive Retirement Plan ("Plan") as amended and
restated effective January 1, 2005 to comply with a new provision of the
Internal Revenue Code, namely Code Section 409A. Code Section 409A has specific
requirements that nonqualified deferred compensation plans, such as the Plan,
must follow in order for individual Plan participants to avoid certain
undesirable income tax consequences.
The amendments that are required as a result of Code Section 409A and that have
been made to the Plan, effective as of January 1, 2005, are as follows:
(1) a new definition of what is a "disability" has been added for purposes of
determining when distribution payments can be made under the Plan,
(2) the Plan has been modified to make it clear that benefits cannot be paid
until a participant terminates employment,
(3) for certain "key" employees of the Company, a new provision has been added
to the Plan to impose a new 6-month delay before Plan benefits of these
employees can be paid following their termination of employment,
(4) the Plan has been modified to make it clear that death benefits must be paid
to a beneficiary immediately following the death of a participant and payment
can not otherwise be deferred or delayed unless there is good cause (such as,
lack of notice of death), and
(5) a new restriction has been added that limits the Company's ability to
accelerate the distribution of Plan benefits to only those instances that would
be permitted under Code Section 409A.
In all other respects, the Plan remains in effect and operation as it was prior
to the change in the tax laws due to Code Section 409A. Other than the items
above, there have been no other material changes, modifications or alterations
of the Plan.
Item 9.01 Finance Statements and Exhibits
(c) Exhibits
10.51 Supplemental Executive Retirement Plan, as Amended and Restated
January 1, 2005
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: December 8, 2005
/s/David J. Russo
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David J. Russo
Senior Vice President,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit Number Description
10.51 Supplemental Executive Retirement Plan, as Amended and
Restated January 1, 2005