UNITED STATES
S ECURITIES 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):  January 30, 2007

Alliant Techsystems Inc.

(Exact name of registrant as specified in its charter)

Delaware

 

1-10582

 

41-1672694

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer Identification

of incorporation)

 

File Number)

 

 No.)

 

5050 Lincoln Drive

 

 

Edina, Minnesota

 

55436-1097

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (952) 351-3000

 

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 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)                                     Amendment to Stock Incentive Plans

On January 30, 2007, as a result of the adoption by Alliant Techsystems Inc. (“ATK”) of Statement of Financial Accounting Standards No. 123(R), Share-Based Payments (“SFAS 123(R)”), ATK’s Board of Directors (the “Board”) approved amendments to

·                    the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “2005 Plan”),

·                    the Alliant Techsystems Inc. 2000 Stock Incentive Plan (the “2000 Plan”) and

·                    the Alliant Techsystems Inc. 1990 Equity Incentive Plan (the “1990 Plan”).

SFAS 123(R) may require an earnings charge in the event an anti-dilution adjustment is made under a stock plan in connection with an equity restructuring, such as a stock split, if such adjustment is discretionary.  Accordingly, the 2005 Plan, 2000 Plan and 1990 Plan were amended to require mandatory anti-dilution adjustments in the event of an “equity restructuring” as defined by SFAS 123(R).  The Board’s Personnel and Compensation Committee retains the discretion to make adjustments in the event of possible other transactions or events.

The 2005 Plan provides for the grant of stock-based awards to employees, officers and non-employee directors of ATK as determined by the Board’s Personnel and Compensation Committee.  The 2000 Plan continues in effect only for the exercise, payment or forfeiture of awards granted before January 2004.  The 1990 Plan continues in effect only for the exercise, payment or forfeiture of awards granted before August 2, 2005.

The amendments to the 2005, 2000, and 1990 Plans are attached to this report as Exhibits 10.1, 10.2, and 10.3.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

 

Exhibit
No.

 

Description

10.1

 

Amendment 1 to Alliant Techsystems Inc. 2005 Stock Incentive Plan.

10.2

 

Amendment 4 to First Amendment and Restatement of Alliant Techsystems Inc. 2000 Stock Incentive Plan.

10.3

 

Amendment 4 to Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan.

 

2



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.

 

 

 

ALLIANT TECHSYSTEMS INC.

 

 

 

 

 

  Date: February 1, 2007

 

 

By:

/s/  KEITH D. ROSS

 

 

 

 

Keith D. Ross
Senior Vice President, General
Counsel and Secretary

 

3


Exhibit 10.1

Amendment 1 to

ALLIANT TECHSYSTEMS INC.

2005 STOCK INCENTIVE PLAN

The Alliant Techsystems Inc. 2005 Stock Incentive Plan is hereby amended as follows:

Section 4(c) of the Plan is amended to read in its entirety as follows:

(c) Adjustments .  In the event that an equity restructuring, as defined as a nonreciprocal transaction between the Company and its stockholders that causes the per-share fair value of the Shares underlying an Option or similar Award to change ( e.g. , stock dividend, stock split, spinoff, etc. ), has occurred, the Committee shall make an equitable adjustment to (i) the number and type of Shares (or other securities) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

In the event that the Committee shall determine that an event other than an equity restructuring, as defined above, affects the Shares such than an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

Capitalized terms used herein and not defined herein shall have the respective meanings assigned to them in the Plan.

Except as expressly amended herein, the Plan shall remain in full force and effect in accordance with its terms and provisions.


Exhibit 10.2

 

Amendment 4 to

First Amendment and Restatement of

ALLIANT TECHSYSTEMS INC.

2000 STOCK INCENTIVE PLAN

The First Amendment and Restatement of the Alliant Techsystems Inc. 2000 Stock Incentive Plan, as amended, is hereby further amended as follows:

Section 4(c) of the Plan is amended to read in its entirety as follows:

(c) Adjustments .  In the event that an equity restructuring, as defined as a nonreciprocal transaction between the Company and its stockholders that causes the per-share fair value of the Shares underlying an Option or similar Award to change ( e.g. , stock dividend, stock split, spinoff, etc. ), has occurred, the Committee shall make an equitable adjustment to (i) the number and type of Shares (or other securities) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

In the event that the Committee shall determine that an event other than an equity restructuring, as defined above, affects the Shares such than an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

Capitalized terms used herein and not defined herein shall have the respective meanings assigned to them in the Plan.

Except as expressly amended herein, the Plan shall remain in full force and effect in accordance with its terms and provisions.


Exhibit 10.3

Amendment No. 4 to

Amended and Restated

ALLIANT TECHSYSTEMS INC.

1990 EQUITY INCENTIVE PLAN

The Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan, as amended, is hereby further amended as follows:

Section 23 of the Plan is amended to read in its entirety as follows:

Adjustments .  In the event that an equity restructuring, as defined as a nonreciprocal transaction between the Company and its stockholders that causes the per-share fair value of the Stock underlying an option or similar Award to change ( e.g. , stock dividend, stock split, spinoff, etc. ), has occurred, the Committee shall make an equitable adjustment to (i) the number and type of shares (or other securities) that thereafter may be made the subject of Awards, (ii) the number and type of shares (or other securities) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

In the event that the Committee shall determine that an event other than an equity restructuring, as defined above, affects the Stock such than an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

Capitalized terms used herein and not defined herein shall have the respective meanings assigned to them in the Plan.

Except as expressly amended herein, the Plan shall remain in full force and effect in accordance with its terms and provisions.