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): September 1, 2004
UNITED STATIONERS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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0-10653 |
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36-3141189 |
(State or Other Jurisdiction
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(Commission File Number) |
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(I.R.S. Employer
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2200 East Golf Road
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60016-1267 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (847) 699-5000
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))
United Stationers Inc.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
United Stationers Inc. is filing its current forms of option grant letters for non-employee directors and employees.
Exhibit No. |
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10.1 |
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Form of grant letter used for grants of non-qualified stock options to non-employee directors under the United Stationers Inc. 2004 Long-Term Incentive Plan. |
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10.2 |
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Form of grant letter used for grants of non-qualified stock options to employees under the United Stationers Inc. 2004 Long-Term Incentive Plan. |
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.
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UNITED STATIONERS INC. |
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(Registrant) |
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Dated: September 3, 2004 |
By: |
/s/ Kathleen S. Dvorak |
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Kathleen S. Dvorak |
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Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. |
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Description |
10.1 |
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Form of grant letter used for grants of non-qualified stock options to non-employee directors under the United Stationers Inc. 2004 Long-Term Incentive Plan. |
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10.2 |
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Form of grant letter used for grants of non-qualified stock options to employees under the United Stationers Inc. 2004 Long-Term Incentive Plan. |
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Exhibit 10.1
UNITED
STATIONERS INC.
2004 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION GRANT
[For Non-Employee Directors]
«FirstName» «LastName»
«Street»
«BoxApart»
«City» , «State» «Zip»
Dear «FirstName»:
Effective as of , 2004 (the Grant Date), you have been granted the stock option (the Option) described in this letter (the Letter). The Option is granted by United Stationers Inc. (the Company) pursuant to the Companys 2004 Long-Term Incentive Plan (the Plan). Unless otherwise specified, capitalized terms in this Letter have the respective meanings specified in the Plan.
INSTALLMENT |
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VESTING DATE |
One-third of the Covered Shares |
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One-year anniversary of Grant Date |
One-third of the Covered Shares |
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Two-year anniversary of Grant Date |
One-third of the Covered Shares |
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Three-year anniversary of Grant Date |
The Option may not be exercised for fractional shares of Stock. If the number of shares of Stock constituting an Installment in accordance with the foregoing schedule (without regard to this sentence) is not a whole number of shares, the Installment shall be rounded down to the next lowest whole share, and the number of shares of Stock subject to the next Installment shall equal the sum of the number of shares determined in accordance with the foregoing schedule plus the fractional share carried over from the prior Installment. If this sum is not a whole number of shares of Stock, the Installment shall be rounded down to the next lowest whole share, and any fractional share shall be carried over to the next Installment as described in the preceding sentence. In the event of a Change of Control or an Anticipated Change of Control, the Option shall become vested and exercisable prior to
the dates specified in the foregoing provisions of this Paragraph 2 to the extent expressly provided in the Plan. Subject to the preceding sentence, the Option may be exercised on or after your Date of Termination only as to that portion of the Covered Shares for which it was exercisable immediately prior to your Date of Termination, or became exercisable upon your Date of Termination.
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(h) This Letter and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law of Delaware or any other jurisdiction.
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Very truly yours, |
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UNITED STATIONERS INC. |
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By: |
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/s/ Frederick B. Hegi, Jr. |
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Frederick B. Hegi, Jr. |
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Chairman of the Board |
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Exhibit 10.2
UNITED
STATIONERS INC.
2004 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION GRANT
[For Employees]
«FirstName» «LastName»
«Street»
«BoxApart»
«City» , «State» «Zip»
Dear «FirstName»:
Effective as of , 2004 (the Grant Date), you have been granted the stock option (the Option) described in this letter (the Letter). The Option is granted by United Stationers Inc. (the Company) pursuant to the Companys 2004 Long-Term Incentive Plan (the Plan). Unless otherwise specified, capitalized terms in this Letter have the respective meanings specified in the Plan.
INSTALLMENT |
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VESTING DATE |
One-third of the Covered Shares |
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One-year anniversary of Grant Date |
One-third of the Covered Shares |
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Two-year anniversary of Grant Date |
One-third of the Covered Shares |
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Three-year anniversary of Grant Date |
The Option may not be exercised for fractional shares of Stock. If the number of shares of Stock constituting an Installment in accordance with the foregoing schedule (without regard to this sentence) is not a whole number of shares, the Installment shall be rounded down to the next lowest whole share, and the number of shares of Stock subject to the next Installment shall equal the sum of the number of shares determined in accordance with the foregoing schedule plus the fractional share carried over from the prior Installment. If this sum is not a whole number of shares of Stock, the Installment shall be rounded down to the next lowest whole share, and any fractional share shall be carried over to the next Installment as described in the preceding sentence. In the event of a Change of Control or an Anticipated Change of Control, the Option shall become vested and exercisable prior to
the dates specified in the foregoing provisions of this Paragraph 2 to the extent expressly provided in the Plan. Subject to the preceding sentence, the Option may be exercised on or after your Date of Termination only as to that portion of the Covered Shares for which it was exercisable immediately prior to your Date of Termination, or became exercisable upon your Date of Termination.
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(h) This Letter and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law of Delaware or any other jurisdiction.
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Very truly yours, |
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UNITED STATIONERS INC. |
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By: |
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/s/ Frederick B. Hegi, Jr. |
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Frederick B. Hegi, Jr. |
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Chairman of the Board |
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