UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported) February 1, 2005

 

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-9278

 

31-1168055

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

13925 Ballantyne Corporate Place, Suite 400, Charlotte, NC 28277

(Address of principal executive offices)

 

 

 

 

 

704-501-1100

(Registrant’s telephone number)

 

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFS 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))

 

 


 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 1.01                                                  Entry into a Material Definitive Agreement

 

At its February 1, 2005 meeting, the Compensation Committee of the Board of Directors of Carlisle Companies Incorporated (the “Company”), determined that the performance criterion established in respect of Richmond D. McKinnish, the Company’s Chief Executive Officer, for 2004 bonus compensation was achieved, and awarded Mr. McKinnish a bonus in the amount of $850,000 in accordance with the Senior Management Incentive Compensation Plan filed with the Company’s definitive Proxy Statement dated March 11, 2004 and is incorporated herein by reference.  The performance criterion was established at the meeting of the Compensation Committee held February 3, 2004 and was based on the net income of the Company.  At its February 1, 2005 meeting, the Compensation Committee also established Mr. McKinnish’s performance criterion for 2005 bonus compensation.  The 2005 performance criterion is also based on the net income of the Company.

 

In addition, at its February 1, 2005 meeting, the Compensation Committee approved the participation of Carol P. Lowe, the Company’s Vice President and Chief Financial Officer, in the Company’s executive severance program providing for benefits in the event of a “change of control” (defined generally as an acquisition of 20% or more of the outstanding voting shares of the Company or a change in a majority of the Company’s Board of Directors).  In the event of a termination of Mrs. Lowe’s employment within three (3) years of a “change in control,” Mrs. Lowe is entitled to three (3) years’ compensation, including bonus, retirement benefits equal to the benefits she would have received had she completed three additional years of employment, continuation of all life, accident, health, savings and other fringe benefits for three years and, relocation assistance.  A copy of the Company’s form Executive Severance Agreement is on file as an Exhibit to the Company’s Annual Report on Form 10-K for the year-ended December 31, 1990 and is incorporated herein by reference.

 

The Company maintains a Nonemployee Director Stock Option Plan (the “Plan”).  Option grants under the Plan are conditioned on the attainment of financial criterion previously established by the Board of Directors.  With respect to the calendar year-ended December 31, 2004, the financial criterion was a specified increase in earnings per share.  At its February 2, 2005 meeting, the Board of Directors determined that the Company achieved the specified increase in earnings per share and, as a result, each of the following non-employee directors was granted an option to acquire 1,000 shares of the Company’s common stock:  Donald G. Calder, Robin S. Callahan, Paul

 

2


 

J. Choquette, Jr., Peter L.A. Jamieson, Peter F. Krogh, Anthony W. Ruggiero, Lawrence A. Sala, Eriberto R. Scocimara and Magalen C. Webert.  The option price is $64.18, the closing market price of the Company’s common stock on the date of grant.  The options expire February 1, 2015, ten (10) years following the date of grant.  A copy of the Company’s form Stock Option Agreement is attached as an Exhibit hereto.

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Dated: February 7, 2005

 

  CARLISLE COMPANIES INCORPORATED

 

 

 

 

 

By:

  /s/ Carol P. Lowe

 

 

 

  Carol P. Lowe, Vice President

 

 

 

    and Chief Financial Officer

 

3


 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

10.1

 

Form of Stock Option Agreement for Nonemployee Directors of Carlisle Companies Incorporated

 

4

 

Exhibit 10.1

 

STOCK OPTION AGREEMENT

 

This Stock Option Agreement, dated as of                         (the “Agreement”), is by and between Carlisle Companies Incorporated, a Delaware corporation (the “Carlisle”) and                              (the “Director”).

 

R E C I T A L S :

 

A.                                    At its                            meeting, the Board of Directors of Carlisle (the “Board”) determined that [describe performance criterion] , thereby achieving the performance criterion established at the Board’s                             meeting as a condition to the granting of options to the non-employee directors.  As a result, the Board approved the grant to the Director of the Option (defined below) in accordance with the terms of the Non-Employee Directors Stock Option Plan, as amended and restated as of February 6, 2002 (the “Plan”).

 

B.                                      The Director desires to receive the Option and agrees to be bound by the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, the parties agree as follows:

 

1.                                        Grant of Option .  Effective                                 , Carlisle grants the Director an option (the “Option”) to purchase           Carlisle Shares at $       per share the (“Option Price”), the closing price on the New York Stock Exchange of the Carlisle Shares on                            .  The Option shall constitute a “non-qualified stock option” for tax purposes and is granted subject to the conditions, limitations, adjustments, covenants and other provisions set forth in this Agreement and the Plan.  Any term capitalized but not defined in this Agreement shall have the meaning ascribed to that term in the Plan.

 

2.                                        Vesting; Term of Option .

 

(a) The Option shall vest and become exercisable in installments as set forth in Table I below, subject to the Director remaining a director of Carlisle on such dates:

 

TABLE I

 

Option

 

Number of Shares

 

Number of Shares

 

Vesting Dates

 

Vested – Installment

 

Vested – Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

In addition, each Option shall vest and become exercisable immediately upon the expiration of the Director’s term as a consequence of (i) the Director’s death, (ii) the Director’s Retirement, (iii) the Permanent or Total Disability of the Director, or (iv) a Change in Control of the Company, as such terms are defined and more fully described in the Plan.

 

(b)                                  Any Option that remains unexercised on                            shall expire and be forfeited at that time.

 

4.                                        Option Exercise .  The Director may exercise a vested Option pursuant to the Company’s cashless exercise program currently administered by Wachovia Bank.

 

5.                                        Miscellaneous .

 

(a)                                   Nothing in this Agreement or the Plan shall be construed as giving any Director any right of continued service on the Board.

 

(b)                                  The Option granted to the Director under this Agreement may not be transferred or assigned by the Director other than by Will or by the laws of descent and distribution or as may be otherwise approved by the Board in its sole discretion.

 

(c)                                   The Director agrees and acknowledges that the Board shall have complete authority to interpret the terms and conditions of this Agreement and the Plan and to resolve any and all disputes hereunder and thereunder.

 

(d)                                  Any notice or other communication required or permitted to be given under this Agreement shall be duly given if in writing and delivered (i) personally, (ii) sent by certified or registered mail, postage prepaid, (iii) overnight courier or (iv) by telephone facsimile, as follows:

 

If to Carlisle:

 

Carlisle Companies Incorporated

 

 

250 South Clinton Street, Suite 201

 

 

Syracuse, New York 13202

 

 

Attn: Vice President, Secretary and General Counsel

 

 

Fax: 315-474-2008

 

 

 

If to the Director:

 

 

 

 

 

 

or to such other address as may be given in writing as provided in this Agreement.

 

(d)                                  This Agreement shall be governed by the laws of the State of New York.

 

(e)                                   This Agreement and the Plan contain the entire agreement between the parties with respect to the subject matter hereof.

 


 

(f)                                     This Agreement may not be amended or modified except by a writing signed by the parties.

 

(g)                                  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns, and any corporate successors by merger, consolidation, acquisition or other corporate reorganization.

 

The parties have executed this Agreement as of the date first above written.

 

 

CARLISLE COMPANIES INCORPORATED

 

 

 

 

 

By:

 

 

 

I accept the Option to purchase Carlisle Shares granted in accordance with and subject to the terms and conditions of this Agreement and the Plan, and I agree to be bound by those terms and conditions.