mag8-k_20091105.htm
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): November 5,
2009
MAGNETEK,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
|
|
|
N49
W13650 Campbell Drive Menomonee Falls,
WI
|
|
|
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Registrant’s
telephone number, including area code)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
At the
annual meeting of the shareholders of Magnetek, Inc. (the “Company”) held on
November 5, 2009, the Company’s shareholders approved the Second Amended and
Restated 2004 Stock Incentive Plan of Magnetek, Inc. (the “Restated 2004 Plan”),
effective November 5, 2009.
The
purpose of the Restated 2004 Plan is to enable the Company to attract, retain
and motivate its officers and other key employees, and to further align their
interests with those of the shareholders of the Company by providing for or
increasing the equity interest of such persons in the Company.
The
Restated 2004 Plan includes the following material modifications, which became
effective on November 5, 2009 upon approval by the Company’s shareholders: (i)
the maximum aggregate number of shares of common stock that may be subject to
future awards was decreased to 3,350,000 shares, (ii) a fungible share pool
structure was implemented under which option and stock appreciation right awards
will be counted against the issuable share limit as one share of common stock,
and incentive bonus, incentive stock and incentive stock unit awards will be
counted as 1.14 shares of common stock, (iii) the cap of 500,000 shares of
common stock that can be awarded as incentive bonuses, incentive stock and
incentive stock unit awards was eliminated, and (iv) the form of payment of any
incentive bonus was changed from cash to cash, shares of common stock, or any
combination of cash and common stock.
Following
the approval of the Restated 2004 Plan by the shareholders on November 5, 2009,
the Compensation Committee of the Board of Directors of the Company approved
restricted stock award grants to certain designated management employees of the
Company, including the following named executive officers of the
Company: Peter M. McCormick, President and Chief Executive Officer,
Marty J. Schwenner, Vice President and Chief Financial Officer, Ryan D. Gile,
Vice President and Corporate Controller, and Jolene L. Shellman, Vice President
Legal Affairs and Corporate Secretary. The grant date of the
restricted stock awards is November 11, 2009. The number of
restricted stock shares for each person is based on 50% of his or her target
percentage under the 2010 Management Incentive Stock Compensation Plan (“2010
MISCP”) multiplied by his or her base salary, and divided by the closing price
of the Company’s common stock on the November 11 grant date. Vesting
of the restricted stock awards is three year cliff vesting. The
amount of the restricted stock shares to the named executive officers is
calculated with the following base salary and 50% target levels: Mr.
McCormick - $300,000 and 50% target; Mr. Schwenner - $235,000 and 37.5% target;
Mr. Gile - $152,500 and 17.5%; Ms. Shellman - $175,000 and 17.5%
target.
The 2010
MISCP, an incentive stock document authorized under the Restated 2004 Plan, is a
program established by the Board of Directors through which certain designated
management employees of the Company, including the named executive officers
referenced in the above paragraph, may receive incentive stock grants under the
Restated 2004 Plan. The 2010 MISCP provides that upon the Company’s
achievement of a specified adjusted EBITDA level in fiscal 2010, the Company
will issue an incentive stock grant to participants, with the number of shares
under such grant equal to 50% of the participant’s target percentage multiplied
by his or her base salary and divided by the closing price of the Company’s
common stock on the last trading day before approval of the 2010 incentive stock
calculation by the Board of Directors. For each additional $1 million
the Company achieves over the specified adjusted EBITDA in fiscal 2010, each
participant’s target percentage will increase by 10% over the 50% level, up to a
maximum target percentage of 100%. If the Company’s specified
adjusted EBITDA level in fiscal 2010 is not met, no incentive stock awards will
be granted. The awards to the named executive officers under 2010
MISCP are not presently determinable.
The
Restated 2004 Plan and the amendments thereto, and the 2010 MISCP and the New
Plan Benefits table relating to the 2010 MISCP, are described in detail in the
Company’s proxy statement filed with the Securities and Exchange Commission on
Schedule 14A on September 16, 2009 in connection with the Company’s annual
meeting of shareholders held on November 5, 2009.
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.
Dated: November
9, 2009
|
MAGNETEK,
INC.
|
|
|
|
|
|
/s/
|
Marty
J. Schwenner
|
|
By:
|
Marty
J. Schwenner
|
|
|
Vice
President and Chief Financial
Officer
|