Ico Inc - Current report filing (8-K)
April 03 2008 - 3:05PM
Edgar (US Regulatory)
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): March 28, 2008
____________________
ICO,
INC.
(Exact
name of registrant as specified in its charter)
|
Texas
(State
or other jurisdiction
of
incorporation)
|
0-10068
(Commission
File
Number)
|
76-0566682
(I.R.S.
Employer
Identification
No.)
|
1811
Bering Drive, Suite 200
Houston,
Texas 77057
(Address
of principal executive offices and zip code)
(713)
351-4100
(Registrant’s
telephone number, including area code)
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 Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On March 28, 2008, the Board of
Directors of ICO, Inc. (the “Company”) approved “periodic” awards of restricted
shares (“Restricted Shares”) of the Company’s common stock (“Common Stock”),
pursuant to the terms of the Company’s 2008 Equity Incentive Plan for
Non-Employee Directors (the “Plan”). The number of “periodic”
Restricted Shares awarded to a non-employee director and the vesting date
corresponds to the director’s term of office.
Awards to Class II
Directors:
The Class
II non-employee directors, whose terms expire at the 2011 Annual Meeting of
Shareholders, are Daniel R. Gaubert, Kumar Shah and Warren W.
Wilder. The Restricted Shares awarded to these Class II non-employee
directors have terms including the following:
Number of
Shares: 12,900*
Date of
Grant: April
1, 2008
Vesting
Date: February
1, 2011
*12,900
is the number of shares of Common Stock having a fair market value (“FMV,” as
defined in the Plan) on the Date of Grant equal to $90,000, rounded up to the
nearest 100 shares.
Awards to Class I
Directors:
The Class
I non-employee directors, whose terms expire at the 2010 Annual Meeting of
Shareholders, are Gregory T. Barmore and Charles T. McCord, III. The
Restricted Shares awarded to these Class I non-employee directors have terms
including the following:
Number of
Shares: 8,600*
Date of
Grant: April
1, 2008
Vesting
Date: February
1, 2010
*8,600 is
the number of shares of Common Stock having a FMV on the Date of Grant equal to
$60,000, rounded up to the nearest 100 shares.
Awards to Class III
Directors:
The Class
III non-employee directors, whose terms expire at the 2009 Annual Meeting of
Shareholders, are Eric O. English and David E. K. Frischkorn, Jr. The
Restricted Shares awarded to these Class III non-employee directors have terms
including the following:
Number of
Shares: 4,300*
Date of
Grant: April
1, 2008
Vesting
Date: February
1, 2009
*4,300 is
the number of shares of Common Stock having a FMV on the Date of Grant equal to
$30,000, rounded up to the nearest 100 shares.
At the Company’s 2008 Annual Meeting of
Shareholders on March 11, 2008, the Company’s Shareholders approved an amendment
and restatement of the Plan, pursuant to which, among other things: (a) the Plan
now allows for awards of Restricted Shares to non-employee directors (previously
stock options were the only form of equity-based compensation that could be
awarded to the Company’s non-employee directors from the Company’s equity
incentive plans); and (b) the Plan no longer provides for “automatic” annual
stock option awards to non-employee directors on the first business day after
each Annual Meeting of Shareholders. The structure of the “periodic”
Restricted Share awards reflects the Board’s current intention that the periodic
stock-based incentive
compensation
to non-employee directors be awarded at or shortly after the time the director
is elected to the Board, with vesting near the end of such director’s term of
office (which term is generally three years, unless a director is elected to
fill a vacancy on the Board or in other exceptional
circumstances). After this initial award of unequal amounts of
Restricted Shares to each non-employee director, the Board’s intention is that
periodic awards only be made at the outset of the director’s term, rather than
on an annual basis.
In addition to the period Restricted
Share awards summarized above, the Board approved a discretionary Restricted
Share award to the Company’s non-executive Chairman of the Board, Gregory T.
Barmore, with terms including the following:
Number of
Shares: 9,000
Date of
Grant: April
1, 2008
Vesting
Date: August
13, 2010
With regard to both the “periodic”
awards and the discretionary award to Mr. Barmore described above, in the event
that the non-employee director is not serving on the Board on the applicable
Vesting Date, all Restricted Shares awarded shall be forfeited, except in the
case of the death or “permanent disability” (as defined in the Plan) of the
non-employee director, or in other exceptional circumstances to the extent
authorized or permitted under the Plan. Each award of Restricted
Shares to the non-employee directors named above is subject to the terms of a
Restricted Stock Agreement between the director and the Company, substantially
in the form furnished as Exhibit 10.1 hereto.
Item
9.01 Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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10.1
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Restricted
Stock Agreement (form)
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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.
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ICO,
INC.
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Date:
April 3, 2008
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By:
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/s/
Bradley T. Leuschner
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|
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Name:
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Bradley
T. Leuschner
|
|
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Title:
|
Chief
Financial Officer and Treasurer
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