REGAL BELOIT CORPORATION For the Period Ended 1-26-07
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): January
26, 2007
Regal-Beloit
Corporation
(Exact
name of registrant as specified in its charter)
|
Wisconsin
|
1-7283
|
39-0875718
|
|
(State
or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
200
State Street, Beloit, Wisconsin
53511-6254
(Address
of principal executive offices, including Zip code)
(608) 364-8800
(Registrant’s
telephone number)
Not Applicable
(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
5.02.
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On
January 26, 2007, the Board of Directors of Regal-Beloit Corporation (the
“Company”) appointed Mark J. Gliebe, the Company’s President and Chief Operating
Officer, as a director of the Company with an initial term expiring at the
time
of the 2007 annual meeting of shareholders. Mr. Gliebe was appointed to fill
the
vacancy on the Board of Directors that resulted from the retirement of James
L.
Packard, who retired as a director and executive officer of the Company on
December 31, 2006.
Mr.
Gliebe has not been, and is not expected to be, named to any committees of
the
Board of Directors. There are no arrangements or understandings pursuant
to
which Mr. Gliebe was selected as a director, and there are no transactions
between the Company and Mr. Gliebe required to be disclosed pursuant to Item
404(a) of Regulation S-K.
A
copy of
the news release the Company issued on January 30, 2007 announcing the
appointment of Mr. Gliebe is attached hereto as Exhibit 99.1.
On
January 29, 2007, the Company entered into Key Executive Employment and
Severance Agreements with each of Mark J. Gliebe, the Company’s President and
Chief Operating Officer, and David A. Barta, the Company’s Vice President and
Chief Financial Officer. The form of agreement with Messrs. Gliebe and Barta
is
identical to the agreement currently in place between the Company and Henry
W.
Knueppel, the Company’s Chairman and Chief Executive Officer. The agreements do
not affect the executives’ employment with the Company until there is a “change
in control” of the Company (as defined in the agreements). The agreements
provide for the continued employment of the executives for a period of three
years following a change in control of the Company generally with the same
duties, responsibilities, compensation and benefits that existed prior to
the
change in control. Each agreement also provides that the executive will be
entitled to severance benefits if within three years after a change in control
of the Company: (1) the executive is terminated other than for “cause” or (2)
the executive terminates his employment with “good reason,” in each case as such
terms are defined in the agreement. If, after a change in control of the
Company, the executive’s employment is terminated for cause, or as a consequence
of his death or disability, then the Company’s obligations under the agreement
are not triggered with respect to future benefits. The severance payment
required under the terms of the agreement is a cash payment equal to three
times
the executive’s annual base salary then in effect, plus three times the sum of
the amount of the higher of the executive’s current year target bonus under the
Company’s Shareholder Value Added (SVA) plan or the previous year’s actual
earned bonus under the SVA plan and the value of all fringe benefits. The
agreements also contain a gross-up provision that provides for additional
payments to the executives to compensate them for any excise taxes on severance
payments that may be imposed on the executives under the Internal Revenue
Code.
A
copy of
the form of Key Executive Employment and Severance Agreement between the
Company
and each of Messrs. Gliebe and Barta is filed herewith as Exhibit 10.1 and
is
incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
| (d) |
Exhibits.
The following exhibits are filed
herewith:
|
| |
10.1
|
Form
of Key Executive Employment and Severance Agreement between Regal-Beloit
Corporation and each of Mark J. Gliebe and David A.
Barta.
|
| |
99.1
|
News
Release of Regal-Beloit Corporation, dated January 30,
2007.
|
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.
| |
|
|
| |
REGAL-BELOIT
CORPORATION |
|
|
|
| Date: January
30, 2007 |
By: |
/s/ Paul
J.
Jones |
| |
Paul J. Jones |
| |
Vice
President, General Counsel and
Secretary |
REGAL-BELOIT
CORPORATION
Exhibit
Index to Report on Form 8-K
Dated
January 26, 2007
|
Exhibit
Number
|
|
Exhibit
Description
|
|
10.1
|
|
Form
of Key Executive Employment and Severance Agreement between Regal-Beloit
Corporation and each of Mark J. Gliebe and David A. Barta. [Incorporated
by reference to Exhibit 10.5 to Regal-Beloit Corporation’s Annual Report
on Form 10-K for the year ended December 31, 2002 (File No.
001-07283)]
|
|
99.1
|
|
News
Release of Regal-Beloit Corporation, dated January 30,
2007.
|