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) May 4, 2005
(Exact name of registrant as specified in its charter)
Delaware |
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1-9278 |
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31-1168055 |
(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.) |
704-501-1100
(Registrants 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 May 4, 2005 meeting, the Board of Directors of Carlisle Companies Incorporated (the Company) approved the grant under the Companys Amended and Restated Nonemployee Director Equity Plan (the Director Equity Plan) of an option to acquire 1,000 shares of the Companys common stock to each of the following non-employee directors: Donald G. Calder, Robin S. Callahan, Paul 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 $72.80, the closing market price of the Companys common stock on the date of grant. The options expire May 3, 2015, ten (10) years following the date of grant. A copy of the Director Equity Plan and a copy of the Companys form Nonqualified Stock Option Agreement are filed as Exhibits 10.1 and 10.2 to this Form 8-K.
The Director Equity Plan also authorizes the granting of awards of restricted shares of the Companys common stock. Attached as Exhibit 10.3 to this Form 8-K is the form of Restricted Share Agreement to be used for such awards under the Director Equity Plan.
The Director Equity Plan was approved by the Companys shareholders at the Companys annual meeting held on April 20, 2005. A description of the terms and conditions of the Director Equity Plan is set forth on pages 21-24 of the Companys definitive Proxy Statement dated March 9, 2005 which description is incorporated by reference herein and is filed as Exhibit 10.4 to this Form 8-K.
Item 9.01. |
Financial Statements and Exhibits. |
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(c) |
Exhibits |
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See Index to Exhibits attached hereto. |
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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: May 10, 2005 |
CARLISLE COMPANIES INCORPORATED |
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By: |
/s/ Carol P. Lowe |
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Carol P. Lowe, Vice President |
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and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit |
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Description |
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10.1 |
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Amended and Restated Nonemployee Director Equity Plan filed as Exhibit A to the Companys definitive Proxy Statement dated March 9, 2005 and incorporated herein by reference. |
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10.2 |
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Form of Nonqualified Stock Option Agreement for Nonemployee Directors of Carlisle Companies Incorporated. |
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10.3 |
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Form of Restricted Share Agreement for Nonemployee Directors of Carlisle Companies Incorporated. |
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10.4 |
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A description of the Amended and Restated Director Equity Plan is set forth on pages 21-24 to the Companys definitive Proxy Statement dated March 9, 2005 and incorporated herein by reference. |
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CARLISLE COMPANIES INCORPORATED
NONQUALIFIED STOCK OPTION AGREEMENT
[NONEMPLOYEE DIRECTORS]
This Agreement (the Agreement) is made as of (the Date of Grant) by and between Carlisle Companies Incorporated, a Delaware corporation (the Company) and (the Optionee).
1. Grant of Option Right . Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Companys Nonemployee Director Equity Plan (the Plan), the Company hereby grants to the Optionee as of the Date of Grant an option (the Option Right) to purchase Common Shares, at the price of $ per share (the Option Price). This Option Right is intended to be a nonqualified stock option and shall not be treated as an incentive stock option within the meaning of that term under Section 422 of the Code.
TABLE I
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Number of Shares |
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Number of Shares |
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Vesting Dates |
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Vested - Total |
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(c) Ten years from the Date of Grant (i.e., ).
10. Amendments . Subject to the terms of the Plan, the Board may modify this Agreement upon written notice to the Optionee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.
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14. Notices . Any notice to the Company provided for herein shall be in writing to the Company and any notice to the Optionee shall be addressed to the Optionee at his or her address on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when delivered personally or deposited in the United States mail, first class certified or registered mail, postage and fees prepaid, return receipt requested, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified (provided that for this purpose any mailed notice shall be deemed given on the third business day following deposit of the same in the United States mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Optionee has also executed this Agreement in duplicate, as of the day and year first above written.
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CARLISLE COMPANIES INCORPORATED |
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By: |
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Name: |
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Title: |
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The undersigned hereby acknowledges receipt of an executed original of this Agreement and accepts the award of the Option Right granted thereunder on the terms and conditions set forth herein and in the Plan.
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[Name of Director] |
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Date: |
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Exhibit 10.3
CARLISLE COMPANIES INCORPORATED
RESTRICTED SHARE AGREEMENT
[NONEMPLOYEE DIRECTORS]
This Agreement (the Agreement) is made as of (the Date of Grant) by and between Carlisle Companies Incorporated (the Company) and (the Grantee).
1. Grant of Restricted Shares . Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Companys Nonemployee Director Equity Plan (the Plan), the Company hereby grants to the Grantee as of the Date of Grant Common Shares as Restricted Shares (the Restricted Shares). The Restricted Shares shall be fully paid and nonassessable and shall be represented by a certificate or certificates registered in the Grantees name, endorsed with an appropriate legend referring to the restrictions hereinafter set forth.
2. Restrictions on Transfer of Restricted Shares . The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until the Restricted Shares have become nonforfeitable as provided in Section 3 hereof; provided , however , that the Grantees rights with respect to such Common Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 2 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Common Shares.
3. Vesting of Restricted Shares . The Restricted Shares shall become nonforfeitable on if the Grantee shall have continued to serve on the Board until such date. Subject to the terms of the Plan and notwithstanding the preceding sentence, all of the Restricted Shares shall immediately become nonforfeitable if, prior to the date the Restricted Shares become fully nonforfeitable pursuant to the preceding sentence, and while the Grantee is serving on the Board, (a) the Grantee dies, (b) the Grantees disability occurs (as defined by the Board), (c) the Grantee retires at age 72 or (d) a Change in Control occurs.
4. Forfeiture of Shares . The Restricted Shares shall be forfeited if the Grantee ceases to serve on the Board prior to the date the Restricted Shares become fully nonforfeitable pursuant to Section 3. In the event of a forfeiture, the certificate(s) representing the Restricted Shares covered by this Agreement shall be canceled.
5. Dividend, Voting and Other Rights . Except as otherwise provided herein, from and after the Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereon; provided , however , that any additional Common Shares or other securities that the Grantee 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 shall be subject to the same restrictions as the Restricted Shares covered by this Agreement. The Grantee acknowledges that the Restricted Shares are being acquired for investment and that the Grantee has no current intention to transfer, sell or otherwise dispose of such shares, except as permitted by the Plan and in compliance with Applicable Laws.
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6. Retention of Stock Certificate(s) by the Company . The certificate(s) representing the Restricted Shares shall be held in custody by the Company, together with a stock power endorsed in blank by the Grantee with respect thereto, until those shares have become nonforfeitable in accordance with Section 3 of this Agreement. The Grantee hereby irrevocably appoints any officer of the Company as his or her attorney-in-fact to transfer the Restricted Shares to the Company in the event of the forfeiture of such shares.
7. No Service Contract . Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of service with the Company, nor limit or affect in any manner the right of the Company stockholders to terminate the service or adjust the compensation of the Grantee.
8. Taxes and Withholding . To the extent that the Company shall be required to withhold any federal, state, local or other taxes in connection with the issuance or vesting of the Restricted Shares, and the amounts available to the Company for such withholding are insufficient, the Grantee shall pay such taxes or make provisions that are satisfactory to the Company for the payment thereof.
9. Amendments . Subject to the terms of the Plan, the Board may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Any waiver of any term or condition or breach of this Agreement shall not be a waiver of any other term or condition or of the same term or condition.
10. Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
11. Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Board acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of Restricted Shares.
12. Successors and Assigns . Without limiting Section 2 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and the Grantee has also executed this Agreement in duplicate, as of the day and year first above written.
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CARLISLE COMPANIES INCORPORATED |
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By: |
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Name: |
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Title: |
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The undersigned hereby acknowledges receipt of an executed original of this Agreement and accepts the award of Restricted Shares granted thereunder on the terms and conditions set forth herein and in the Plan.
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[Name of Director] |
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Date: |
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