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) December 16, 2004
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ENGLOBAL CORPORATION
(Exact name of registrant as specified in its chapter)
Nevada 001-14217 88-0322261
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
600 Century Plaza Drive, Suite 140, Houston, Texas 77073-6033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 281-821-3200
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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 (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 1.01. Entry Into a Material Definitive Agreement
On December 16, 2004, the Registrant's Board of Directors adopted the ENGlobal
Corporation Key Manager Incentive Plan and the ENGlobal Corporation Executive
Level Incentive Plan. The Key Manager Incentive Plan was established to provide
certain key management personnel (other than the Registrant's Chief Executive
Officer, Chief Financial Officer, and President) with cash bonuses as a reward
for performance above the ordinary standards compensated by base salary. The
amount of bonus paid to participants will be based on evaluations provided by
immediate managers and the Registrant's Chief Executive Officer. The Executive
Level Incentive Plan was established to provide participating executive and
senior officers with cash bonuses based on the Registrant's performance as
evidenced by annual earnings per share. Forms of the Key Manager Incentive Plan
and Executive Level Incentive Plan approved by the Board of Directors are
attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Number Exhibit
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10.1 ENGlobal Corporation Key Manager Incentive Plan dated
December 16, 2004
10.2 ENGlobal Corporation Executive Level Incentive Plan dated
December 16, 2004
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.
ENGlobal Corporation
Date: December 21, 2004 /s/ Natalie S. Hairston
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Natalie S. Hairston, Investor
Relations Officer, Chief Governance
Officer and Corporate Secretary