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): August 17, 2005
ALON USA ENERGY, INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware   001-32567   74-2966572
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification No.)
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 367-3600
 
     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 1.01. Entry into a Material Definitive Agreement.
      Restricted Stock Awards to Executive Officers
     On August 17, 2005, the Incentive Compensation Plan Committee and Compensation Committee of Alon USA Energy, Inc. (the “Company”) granted to Jimmy C. Crosby, Vice President of Supply and Planning, the right to purchase 3,000 restricted shares of the Company’s common stock and to Joseph Israel, Vice President of Mergers and Acquisitions, the right to purchase 2,666 restricted shares of the Company’s common stock, in each case at a price per share of $12.00. The grants were made pursuant to Section 8 of the Company’s 2005 Incentive Compensation Plan and the shares subject to the grant will vest in equal installments on the first, second and third anniversaries of the date of grant. These awards will be evidenced by agreements in the form adopted by the Company for the purpose of evidencing grants of this type, which form is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference into this Item 1.01.
Item 9.01. Financial Statements and Exhibits.
     
(c)
  Exhibits .
 
   
Exhibit
   
Number
  Description
 
   
 
   
10.1
  Form of Restricted Stock Award Agreement relating to Participant Grants Pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan

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SIGNATURE
     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.
         
  ALON USA ENERGY, INC.
  		 
  By:   /s/ Harlin R. Dean    
    Harlin R. Dean   
    Vice President, General Counsel
     and Secretary  		 
 
Date: August 23, 2005

 

 

INDEX TO EXHIBITS
     
Exhibit    
Number   Description
 
   
10.1
  Form of Restricted Stock Award Agreement relating to Participant Grants Pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan

 

 

EXHIBIT 10.1
ALON USA ENERGY, INC.
RESTRICTED STOCK AWARD AGREEMENT
             
Participant:
           
     
 
           
No. of Restricted Shares:    
 
         
 
           
Date of Grant:        
       
     Under the terms and conditions of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Alon USA Energy, Inc., a Delaware corporation (the “Company”), sells to the individual whose name is set forth above (the “Participant”) the number of restricted shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”), set forth above (the “Restricted Shares”) for a purchase price of $            per share. Terms not defined in this Agreement have the meanings set forth in the Plan.
     The Restricted Shares may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Participant, except to the Company, until the Restricted Shares become vested in accordance with the schedule set forth below. Any purported transfer, encumbrance or other disposition of the Restricted Shares before they become vested will be null and void, and the other party to any such purported transaction will not obtain any rights to or interest in the Restricted Shares.
     
No. of Vested Shares   On and After
 
  First Anniversary of Date of
Grant
 
  Second Anniversary of Date of
Grant
 
  Third Anniversary of Date of
Grant
     Notwithstanding the vesting dates set forth above, in the event the Participant terminates employment with the Company by reason of retirement at or after the age of 60, disability (as determined by the Committee in good faith) or death, the unvested Restricted Shares will automatically become 100% vested. In the event the Participant terminates employment with the Company for any reason other than such retirement, disability or death, the Company will repurchase from the Participant, and the Participant will sell to the Company, the unvested Restricted Shares for a purchase price equal to the lesser of $            per share or the Market Value per Share on the date of such termination of employment. The purchase price of the unvested Restricted Shares will be paid to the Participant no later than ten business days following the date of the Participant’s termination of employment.
     Except as otherwise provided herein, the Participant will have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote such shares and receive any dividends that may be paid thereon; provided, however, that any additional shares of Common Stock or other securities that the Participant may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Restricted Shares.

 

 

     The certificates representing the Restricted Shares will be held in custody by the Treasurer of the Company, together with a stock power endorsed in blank by the Participant, until the Restricted Shares vest in accordance with this Agreement. In order for this Agreement to be effective, the Participant must sign and return such stock power to the attention of the Treasurer of the Company, together with payment of the full purchase price for the Restricted Shares in a form acceptable to the Company.
     The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent. This Agreement may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument.
         
  ALON USA ENERGY, INC.
  		 
  By      
    Name:      
    Title:      
 
     
ACCEPTED:
   
 
   
 
   
 
Signature of Participant

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