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): January 19, 2006
FREIGHTCAR AMERICA, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 000-51237 | 25-1837219 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
Two North Riverside Plaza, Suite 1250 Chicago, Illinois |
60606 | |
(Address of principal executive offices) | (Zip Code) |
(800) 458-2235
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 1 - REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01 | Entry Into a Material Definitive Agreement. |
At a meeting of the Companys Board of Directors (the Board) of FreightCar America, Inc. (the Company) held on January 19, 2006, the Board adopted a form of Restricted Share Award Agreement to be used for annual awards of the Companys common stock as restricted stock with a value of $25,000 to each of the Companys independent directors as part of their annual compensation. The form of Restricted Share Award Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
The form of Restricted Share Award Agreement provides for the grant of the Companys restricted stock under the Companys 2005 Long-Term Incentive Plan. The shares of restricted stock are fully vested and are not subject to risk of forfeiture.
Section 9 - Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits
Exhibit 10.1 | Form of Restricted Share Award Agreement for the Companys independent directors. |
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 thereunto duly authorized.
FreightCar America, Inc. |
||||||||
Date: January 27, 2006 |
By: |
/s/ K EVIN P. B AGBY | ||||||
Name: |
Kevin P. Bagby | |||||||
Title: |
Vice President, Finance, Chief | |||||||
Financial Officer, Treasurer and | ||||||||
Secretary |
EXHIBIT INDEX
Exhibit Number
|
Description |
|
Exhibit 10.1 | Form of Restricted Share Award Agreement for the Companys independent directors. |
Exhibit 10.1
RESTRICTED SHARE AWARD AGREEMENT
THIS RESTRICTED SHARE AWARD AGREEMENT (this Agreement) is made and entered into effective as of , 2006 by and between FreightCar America, Inc., a Delaware corporation (the Company), and (the Participant).
WHEREAS, the Participant is entitled to receive Shares of the Companys common stock (the Restricted Shares) under the 2005 Long Term Incentive Plan (the Plan) for service on the Companys Board of Directors (capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Plan);
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Participant agree as follows:
1. Grant . Pursuant to the provisions of the Plan, all of the terms of which are incorporated herein by reference unless otherwise provided herein, the Company hereby grants to the Participant a Restricted Share Award (the Award) of Restricted Shares. The Award is granted as of January , 2006 (the Grant Date), and such grant is subject to all of the terms and conditions herein and to all of the terms and the conditions of the Plan. The Award constitutes the right, subject to the terms of the Plan and this Agreement, to distribution of the Shares.
2. Purchase Price . The purchase price of the shares subject to the Award shall be $0.00 per share.
3. Rights as Shareholder . On and after the Award Date, and except to the extent provided in Section 7, the Participant will be entitled to all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and to receive dividends and other distributions payable with respect to the Restricted Shares.
4. Vesting . Subject to Section 5, the Participants Restricted Shares will be fully vested at all times.
5. Certificates . The Restricted Shares will be evidenced by one or more certificates bearing a legend referring to the terms, conditions and restrictions applicable to such Restricted Shares.
6. References . References herein to rights and obligations of the Participant shall apply, where appropriate, to the Participants legal representative or guardian without regard to whether specific reference to such legal representative or guardian is contained in a particular provision of this Agreement or the Plan.
7. Taxes . The Participant shall be responsible for all taxes required to be paid under applicable tax laws with respect to the Restricted Shares. The Company or any
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Affiliate is authorized to withhold from any distribution of Shares, or any payroll or other payment, to the Participant, amounts of withholding and other taxes due in connection with the Award.
8. Entire Agreement . This Agreement contains all the understandings between the parties hereto pertaining to the matters referred to herein, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by them with respect thereto. The Participant represents that, in executing this Agreement, he does not rely and has not relied upon any representation or statement not set forth herein made by the Company with regard to the subject matter, bases or effect of this Agreement or otherwise.
9. Amendment or Modification, Waiver . No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing, and is signed by both the Participant and a duly authorized officer of the Company. No waiver by any party hereto of any breach by another party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same time, any prior time or any subsequent time.
10. Notices . Any notice to be given hereunder shall be in writing and shall be deemed given hereunder when delivered personally, sent by courier or telecopy or registered or certified mail, postage prepaid, return receipt requested, addressed to the party concerned at the address indicated below or to such other address as such party may subsequently give notice of hereunder in writing:
To Participant at:
______________
______________
______________
To the Company at:
FreightCar America, Inc.
Two North Riverside Plaza
Suite 1250
Chicago, IL 60606
Attention: Secretary
Any notice delivered personally or by courier under this Section shall be deemed given on the date delivered and any notice sent by telecopy or registered or certified mail, postage prepaid, return receipt requested, shall be deemed given on the date telecopied or mailed.
11. Severability . If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable, shall not be affected thereby, and each provision hereof shall be validated and shall be enforced to the fullest extent permitted by law.
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12. Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of laws principles.
13. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year set forth above.
FREIGHTCAR AMERICA, INC. | PARTICIPANT: | |||||||
By: |
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Its: |
Name: |
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