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): January 28, 2005
Alamosa Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32357 75-2890997
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
5225 S. Loop 289, Lubbock, Texas, 79424
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (806) 722-1100
Not Applicable
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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:
|_| 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 Entry Into a Material Definitive Agreement.
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On Dec 14, 2004, the Board of Directors of Alamosa Holdings, Inc.
(the "Company"), adopted the 2005 Board and Board Committee Member
Compensation Policy (the "2005 Policy"), which supercedes the 2004 Board and
Board Committee Member Compensation Policy (the "2004 Policy").
Under the 2004 Policy, directors received a combination of cash,
restricted Company shares and Company stock options. In 2004, directors were
entitled to 4,000 shares of restricted stock and 5,000 fully vested stock
options. Directors could also elect to receive stock options in lieu of their
cash compensation. For purposes of this election, a stock option was deemed to
have a cash value equal to sixty percent (60%) of the average closing price of
the common stock over the twenty business days preceding the date of grant of
the option. Directors received the following cash compensation in 2004: (a) an
annual retainer of $20,000, an additional $15,000 retainer for the chairman of
the audit committee, and an additional $12,000 retainer for the chairs of the
finance committee, the business practices governance and nominating committee
and the compensation and stock option committee, and (b) meeting fees of
$1,000 per board meeting and $1,000 per committee meeting.
Pursuant to the 2005 Policy, director compensation will consist of
cash compensation and restricted shares. Cash compensation will remain the
same as described above for the 2004 Policy and, as under the 2004 Policy, all
board members are still required to beneficially hold a minimum of 15,000
Company shares at any given point during their services as a board member.
Directors will receive 6,000 restricted shares annually, which will be issued
on the first business day of the year. The shares will be restricted for
purposes of transferability for three years and will vest over a period of one
year from the date of grant on a monthly basis in equal installments.
Directors may elect to take up to one hundred percent (100%) of their cash
compensation in restricted stock (the "Elected Restricted Stock"). The
exchange ratio for this purpose will be determined by taking the closing price
of the common stock on the last business day of the quarter and discounting
this price by twenty five percent (25%). The Elected Restricted Stock will be
granted on January 2, 2006, will not be subject to a vesting requirement, but
will have a 2.5 year restriction on transferability, which will remain in
place even if the director ceases to serve on the Board. Restricted stock
awards and retainer amounts will be prorated for years of partial service.
Under the 2005 Policy, newly elected board members will receive a one
time restricted stock grant in an amount to be determined at the time of their
election. The number of restricted shares granted shall be consistent with the
recommendation of the compensation consultant utilized by the Compensation
Committee and the desire to attract qualified directors.
SIGNATURE
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 hereunder duly authorized.
Dated: January 28, 2005
ALAMOSA HOLDINGS, INC.
By /s/ Kendall W. Cowan
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Name: Kendall W. Cowan
Title: Chief Financial Officer