form8k.htm
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
DC 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): April 1, 2008
Modine
Manufacturing
Company
(Exact
name of registrant as specified in its charter)
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Wisconsin
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1-1373
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39-0482000
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1500 DeKoven Avenue,
Racine, Wisconsin
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53403
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Address
of principal executive offices
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Zip
Code
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Registrant’s
telephone number, including area code:
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(262)
636-1200
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_____________________
(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 (See General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Retirement
Agreement with David B. Rayburn
On April 6, 2008, Modine Manufacturing
Company (the “Company” or “Modine”) entered into a retirement agreement (the
“Retirement Agreement”) with its former President and Chief Executive Officer,
David B. Rayburn, who retired from the Company and resigned from the Board of
Directors, effective March 31, 2008. As previously disclosed in the
Company’s Current Report on Form 8-K dated March 20, 2008, the Board of
Directors has appointed Thomas A.
Burke, Executive Vice President and Chief Operating Officer, to succeed Mr. Rayburn as President
and Chief Executive Officer and
Bradley C. Richardson, Executive Vice President, Finance and Chief
Financial Officer, to a newly
created position of Executive Vice President - Corporate Strategy and Chief
Financial Officer.
Pursuant to the Retirement Agreement,
Mr. Rayburn will receive from the Company, in lieu of any other amounts payable
under his Employment Agreement dated as of June 15, 2007 (the “Employment
Agreement”) or otherwise, the special retirement payments and benefits described
in and set forth in the Retirement Agreement and the schedule attached thereto,
including: payment bi-weekly of an amount equal to his current bi-weekly salary
until October 1, 2010; acceleration of the vesting of all shares of restricted
stock scheduled to vest for Mr. Rayburn under the Company’s incentive plans
after March 31, 2008; pro-rata vesting of performance stock awards under the
Company’s incentive plan at the end of the applicable performance periods (if
paid); payment of premiums for health and dental insurance for a period of up to
18 months following his retirement; payment for an executive physical; and
payment for reasonable financial planning and tax preparation services until
March 31, 2009. The Retirement Agreement also provides for a general
waiver and release of claims and for the continuation of Mr. Rayburn’s
obligations under the Employment Agreement relating to confidential information,
non-solicitation and restrictions on competition.
The Retirement Agreement will become binding on April
13, 2008 unless revoked by Mr. Rayburn
prior to that date.
The foregoing description of the
Retirement Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Retirement Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
Election
of Thomas A. Burke and Bradley C. Richardson to the Board of
Directors
Thomas A. Burke and Bradley C.
Richardson have been elected as directors of the Company effective as of April
1, 2008. Mr. Burke was elected to fill the vacancy created by the
resignation of Mr. Rayburn from the Board and is serving as a member of the
class of directors with a term expiring in 2010. Mr. Richardson was
elected to fill the vacancy created by the newly created directorship resulting
from the increase in the size of the Board discussed under Item 5.03 below,
serving as a member of the class of directors with a term expiring in
2008.
Messrs. Burke and Richardson are not
expected to be appointed to any committees of the Board of
Directors. Information as to Mr. Burke’s and Mr. Richardson’s
historical compensation and the terms of their employment with the Company is
included under the caption “Executive Compensation” in the proxy statement dated
June 18, 2007 related to the Company’s 2007 annual meeting of
shareholders.
Mr. Burke, age 50, joined Modine in May
2005 as Executive Vice President, and was subsequently promoted to Executive
Vice President and Chief Operating Officer in July 2006. Mr. Burke joined Modine
from Visteon Corporation, a leading supplier of parts and systems to automobile
manufacturers, in Dearborn, Michigan, where he held various positions over nine
years including Vice President of North American Operations (2002 - May 2005)
and Vice President, European and South American Operations (2001 -
2002). Mr. Burke’s experience also includes 13 years with Ford Motor
Company.
Mr. Richardson, age 49, joined Modine
in May 2003 as Vice President, Finance and Chief Financial Officer, and was
subsequently promoted to Executive Vice President, Finance and Chief Financial
Officer in January 2006. Mr. Richardson came to Modine from BP Amoco,
now known as BP, where he spent over 20 years in various positions including
Chief Financial Officer and Vice President of Performance Management and Control
for BP’s Worldwide Exploration and Production division (2000-May 2003) and
President of BP Venezuela (1999-2000). He is a member of the Boards
of Directors of Brady Corporation and Tronox Inc. (formerly Kerr McGee
Chemicals).
Item
5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective as of April 1, 2008, the
Board of Directors of the Company adopted an amendment to Section 3.01 of the
Company’s Bylaws to increase the number of directors from nine to
ten. Set forth below is the text of the revised Bylaw
provision:
3.01. General Powers; Number and
Classification. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its Board of Directors. The Articles
of Incorporation provide that the Board of Directors shall consist of such
number of members as these Bylaws may provide, but not less than
seven. Until this Bylaw is amended to provide for a different number,
the number of directors constituting the whole Board of Directors shall be
ten. No decrease in the number of directors shall have the effect of
shortening the term of an incumbent director.
As provided in the Articles of
Incorporation, the Board of Directors shall be divided into three classes as
nearly equal in number as possible, as determined by the Board of
Directors. The term of office of a director shall be three
years. The classes of directors shall be staggered so that each
expires in succeeding years. At each annual meeting of stockholders,
the number of directors equal to the number of the class whose terms expire at
the time of such meeting shall be elected to hold office until the third
succeeding annual meeting and until their successors shall have been
elected.
The foregoing description of the Bylaws
is qualified in its entirety by reference to the actual Bylaws, as amended,
which are filed as Exhibit 3.1 hereto and are incorporated herein by
reference.
On April 7, 2008, the Company announced
that it has entered into an agreement to sell substantially all of the assets of
its Thermacore, Inc. subsidiary. The press release regarding this
matter is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
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Exhibit Number
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Description
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3.1
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Bylaws,
as amended.
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10.1
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Retirement
Agreement between Modine Manufacturing Company and David B.
Rayburn.
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99.1
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Press
release dated April 7, 2008.
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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 hereunto duly
authorized.
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Modine Manufacturing
Company
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By:
/s/
D.R. Zakos
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D.R.
Zakos
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Vice
President, General Counsel and
Secretary
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Date: April
7, 2008
EXHIBIT
INDEX
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Exhibit Number
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Description
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Bylaws,
as amended.
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Retirement
Agreement between Modine Manufacturing Company and David B.
Rayburn.
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Press
release dated April 7, 2008.
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