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): November 2, 2005
All American Semiconductor, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-16207 59-2814714
(Commission File Number) (I.R.S. Employer
Identification No.)
16115 Northwest 52nd Avenue, Miami, Florida 33014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 621-8282
Not Applicable
(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))
Item 1.01 Entry into a Material Definitive Agreement.
On November 2, 2005, at the annual meeting of shareholders (the "Shareholders'
Meeting") of All American Semiconductor, Inc. (the "Company"), the shareholders
of the Company approved an extension of the term and expiration date of the
Company's Employees', Officers', Directors' Stock Option Plan, as previously
amended and restated (the "Option Plan"), to September 6, 2015 and an increase
in the number of shares of common stock reserved for issuance under the Option
Plan to 1,350,000 shares. As of November 2, 2005, 613,149 shares of common stock
remain available for future issuance under the Option Plan. On September 6,
2005, the Board of Directors of the Company had previously authorized and
adopted the foregoing amendment to the Option Plan, subject to shareholder
approval. These amendments to the Option Plan were previously disclosed in the
Company's Proxy Statement filed with the Securities and Exchange Commission on
September 27, 2005.
The Option Plan, which is administered by the Compensation Committee of the
Board of Directors of the Company, provides for the granting to key employees of
both "incentive stock options," within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and "nonqualified stock
options" ("nonqualified stock options" are options which do not comply with
Section 422 of the Code) and for the granting to nonemployee directors and
independent contractors associated with the Company of nonqualified stock
options. A copy of the Amended and Restated All American Semiconductor, Inc.
Employees', Officers', Directors' Stock Option Plan, giving effect to the
amendments approved at the Shareholders' Meeting, is filed as, and this
description is qualified in its entirety by reference to, Exhibit 10.1 to this
report.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Exhibit Description
----------- -------------------
10.1 Amended and Restated All American Semiconductor,
Inc. Employees', Officers', Directors' Stock
Option Plan, as amended through November 2, 2005.
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.
ALL AMERICAN SEMICONDUCTOR, INC.
Date: November 7, 2005 By: /s/ HOWARD L. FLANDERS
-------------------------------------
Howard L. Flanders
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
10.1 Amended and Restated All American Semiconductor, Inc.
Employees', Officers', Directors' Stock Option Plan, as
amended through November 2, 2005.