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): December 8, 2006
The Lamson & Sessions Co.
(Exact name of registrant as specified in its charter)
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| Ohio
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001-00313
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34-0349210 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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25701 Science Park Drive, Cleveland, Ohio
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44122-7313 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (216) 464-3400
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers. |
On December 8, 2006, the Board of Directors of The Lamson & Sessions Co. (the “Company”)
expanded the size of the Board to ten and elected William E. MacDonald III, Vice Chairman of
National City Corporation, to fill the vacancy after an extensive
search for an additional independent
director.
Mr. MacDonald, 60, who recently announced his decision to retire as Vice Chairman of National
City effective December 31, 2006, was elected to his current position with National City in 2001.
He is responsible for its seven-state regional and its national Corporate Banking businesses, the
Risk Management and Credit Administration unit, Capital Markets and the Private Client Group.
Mr. MacDonald serves on the boards of MTC Technologies, Inc.; WVIZ/PBS and 90.3 WCPN
ideastream; The Cleveland Clinic Foundation; the Great Lakes Theater Festival and The Diversity
Center, formerly known as the National Conference for Community and Justice.
Pursuant to
The Lamson & Sessions Co. 1998 Incentive Equity Plan and in
connection with his election as a director of the Company,
Mr. MacDonald received a one-time grant of restricted shares
worth $100,000 on December 8, 2006. These restricted shares will
cliff vest in three years on December 8, 2009.
Mr. MacDonald will also receive compensation pursuant to the
Company’s standard arrangement for director compensation
described in its proxy statement for the 2006 Annual Meeting of
Shareholders and will be eligible to participate in the
Company’s Deferred Compensation Plan for Non-Employee Directors
and its group insurance plan for non-employee directors.
At its December 8, 2006 meeting, the Board of Directors of the Company also approved a new
form indemnification agreement to be entered into with each director, executive officer and certain
other officers, which amends and restates the existing
indemnification agreements. The new form indemnification agreements grant the same protections as the existing
agreements the Company previously entered into with its directors and officers. The form
indemnification agreement provides that, to the extent permitted by Ohio law, the Company will
indemnify each director or officer against all expenses, costs, liabilities and losses (including
attorneys’ fees, judgments, fines or settlements) incurred or suffered by the director or officer
in connection with any suit in which the director or officer is a party or otherwise involved as a
result of the director’s or officer’s service as a member of the Board of Directors or as an
officer if the individual’s conduct that gave rise to such liability meets certain prescribed
standards. In connection with his election as a director, Mr. MacDonald will enter into an
indemnification agreement with the Company in the form approved by the Board.
The
summaries of the material terms of the form indemnification agreement
and the restricted stock agreement
set forth above are
qualified in their entirety by reference to the full text of such
agreements, copies of which are
attached as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. A copy of the press release issued
by the Company on December 13, 2006 is included as Exhibit 99.1 hereto and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
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10.1
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Form of Indemnification Agreement between the Company and each of
the directors, executive officers and certain other officers. |
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10.2
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Form of Restricted Shares Agreement
Pursuant to the 1998 Incentive Equity Plan (As Amended and Restated
as of April 28, 2006) (incorporated by reference to
Exhibit 10.4 to the Current Report on Form 8-K filed by the
Company on November 17, 2006) |
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99.1
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Press Release, dated December 13, 2006 |
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