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: December 12, 2007
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(Date of earliest event reported)
The Eastern Company
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(Exact name of Registrant as specified in its charter)
Connecticut 0-599 06-0330020
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
112 Bridge Street, Naugatuck, Connecticut 06770
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(Address of principal executive offices) (Zip Code)
(203) 729-2255
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(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)
[ ] 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 4d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 3e-4(c) under the Exchange
Act (17 CFR 240.13e-4( c))
Section 1 - Registrant's Business and Operations
ITEM 1.01 - Entry into a Material Definitive Agreement
On December 12, 2007, The Eastern Company Compensation Committee
executed an amendment to the Employment Agreement (the "Agreement")
with the Company's Chairman, President and Chief Executive Officer,
Leonard F. Leganza. The amendment: (a) establishes December 1, 2008,
in place of separation of service, as the commencement date for the
deferred compensation payments which are to be paid over a 60 month
period; (b) revised the definition of change in control to incorporate
the requirements of Code Section 409A; (c) reflects Mr. Leganza's
current position as Chairman of the Board, President and Chief
Executive Officer; and (d) addresses other requirements of Code
Section 409A.
On December 12, 2007, The Eastern Company Compensation Committee
executed an amendment to the Supplemental Retirement Plan for the
Chief Executive Officer of The Eastern Company (the "SERP"), which the
Company maintains for the benefit of Leonard F. Leganza, its Chief
Executive Officer. The amendment reflects various requirements of Code
Section 409A.
Copies of the amendment to the Agreement and the amendment to the SERP
are attached as Exhibit 99.
Section 5 - Corporate Governance and Management
ITEM 5.02 - (e) Compensatory Arrangements of Certain Officers
On December 12, 2007, the Company amended the Agreement to establish a
date for commencement of Deferred Compensation payments and to reflect
various requirements of Code Section 409A. See Item 1.01 above.
On December 12, 2007, the Company amended the SERP to reflect various
requirements of Code Section 409A. See Item 1.01 above.
Section 9 - Financial Statements and Exhibits
ITEM 9.01 - (d) Exhibits
(99.1) Amendment to Employment Agreement between The Eastern Company
and Leonard F. Leganza, the Company's Chairman, President and
Chief Executive Officer, executed on December 12, 2007.
(99.2) Amendment to Suppliemental Retirement Plan for the Chief
Executive Officer of The Eastern Company, executed on December
12, 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.
The Eastern Company
Date: December 14, 2007 By: /s/John L. Sullivan III
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John L. Sullivan III
Vice President and Chief Financial Officer