UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): May 17, 2006
CORE MOLDING TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 001-12505 31-1481870
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
800 Manor Park Drive, P.O. Box 28183
Columbus, Ohio 43228-0183
(Address of Principle Executive Offices) (Zip Code)
Registrant's telephone number, including area code (614) 870-5000
_________________________________________________________________________
(Former Name of 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):
[ ] Written communication 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
ADOPTION OF 2006 LONG TERM EQUITY INCENTIVE PLAN
On May 17, 2006, the stockholders of Core Molding Technologies, Inc. (the
"Company") approved the Core Molding Technologies Inc. 2006 Long-Term Equity
Incentive Plan (the "2006 Plan"), as previously approved by the Company's Board
of Directors. The 2006 Plan replaces the existing Core Molding Technologies,
Inc. Amended and Restated Long-Term Equity Incentive Plan, which expires on
December 31, 2006. Under the 2006 Plan, the Company is authorized to issue up to
3,000,000 shares of the Company's common stock. The 2006 Plan provides for the
grant of incentive and nonqualified stock options, restricted stock, stock
appreciation rights ("SARs"), performance shares, performance units and other
incentive awards.
The above description is qualified in its entirety by reference to the 2006
Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated by
reference in its entirety herein.
GRANT OF RESTRICTED STOCK AWARDS
On May 17, 2006, the Company's Board of Directors granted certain executive
officers, directors and other key executives shares of restricted common stock
of the Company pursuant to the 2006 Plan (such grants being referred to herein
as "Restricted Stock Grants"). Each Restricted Stock Grant vests in three (3)
equal installments over the next three (3) years, with all restricted stock
grants being fully time vested upon the date of the recipient's 65th birthday.
The Restricted Stock Grants also contain stock ownership vesting requirements,
such that each Restricted Stock Grant shall not vest until the recipient owns
shares of common stock of the Company equal in value to 100% of the recipient's
base salary, if an executive officer, 100% of the annual director fees if a
director, or 50% of base salary if a key executive.
The above description is qualified in its entirety by reference to the 2006
Plan, and the form of restricted stock agreement to be entered into between the
Company and each executive officer and non-employee director, a copy of such
form restricted stock agreement is attached hereto as Exhibit 10.2 and
incorporated by reference in its entirety herein.
AMENDMENT OF THE 2002 EMPLOYEE STOCK PURCHASE PLAN
On May 17, 2006, the stockholders of the Company approved certain
amendments to the Company's 2002 Employee Stock Purchase Plan (the "2002 ESPP"),
as previously approved by the Company's Board of Directors.
The 2002 ESPP was amended to (i) remove the requirement that eligibility to
participate in the 2002 ESPP is contingent upon one year of employment with the
Company or a subsidiary thereof, (ii) allow eligible employees to participate in
the 2002 ESPP as of the February 1st, May 1st, August 1st or November 1st
following the date on which the employee commences employment, and (iii)
increase the number of shares of common stock that are available for issuance
under the 2002 ESPP from 200,000 shares to 300,000 shares.
The above description is qualified in its entirety by reference to the 2002
ESPP, as amended, a copy of which is attached hereto as Exhibit 10.3 and
incorporated by reference in its entirety herein.
ENTRY INTO EXECUTIVE SEVERANCE AGREEMENTS
On May 17, 2006, the Company's Board of Directors authorized the Company to
enter into an Executive Severance Agreement (the "Agreement") with each of James
L. Simonton, Kevin L. Barnett, Herman F. Dick, Jr., and Stephen J. Klestinec
(each, an "Officer"), effective as of May 17, 2006.
Each Agreement will continue in effect until (i) December 31, 2007; or (ii)
the termination of the Officer's employment with the Company for any reason
prior to a "Change in Control" (as defined in the Agreement); or (iii) the end
of a two-year period following a Change in Control and the fulfillment by the
Company and the Officer of all obligations under the Agreement. On January 1,
2008 and on each January 1st thereafter, each Agreement will automatically
extend for one additional year unless prior notice of non-extension is given.
Each of the Agreements provides that upon a Change in Control of the
Company each Officer shall be entitled to receive his then-current base salary
for the remainder of the term of the Agreement, as extended, together with any
health, dental, life, disability or other benefits as he was then entitled to
receive. In addition, if within the two-year period following a Change in
Control, the Company terminates an Officer other than for "Cause" (as defined in
the Agreement) or for death or disability, or the Officer terminates his
employment for "Good Reason" (as defined in the Agreement), each Officer shall
be entitled to certain payments and benefits, including (i) a severance benefit
equal to the sum of (a) a multiple of the Officer's average base salary for the
past five (5) years, plus (b) a multiple of the Officer's average cash bonuses
earned for the past five (5) years, and (ii) full vesting and removal of all
restrictions on any stock and equity-based compensation awards. The applicable
base salary and cash bonus multiplier for each Officer is 2.99.
The above description is qualified in its entirety by reference to the form
of Agreement, a copy of which is attached hereto as Exhibit 10.4 and
incorporated by reference in its entirety herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
Exhibit
Number Exhibit
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10.1 Core Molding Technologies, Inc. 2006 Long-Term Equity Incentive Plan
10.2 Form of Core Molding Technologies, Inc. Restricted Stock Agreement
10.3 2002 Core Molding Technologies, Inc. Employee Stock Purchase Plan
(as amended May 17, 2006)
10.4 Form of Executive Severance Agreement
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.
CORE MOLDING TECHNOLOGIES, INC.
Date May 23, 2006 By /s/ Herman F. Dick, Jr.
-------------------------------------
Herman F. Dick, Jr.
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Exhibit
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10.1 Core Molding Technologies, Inc. 2006 Long-Term Equity Incentive Plan
10.2 Form of Core Molding Technologies, Inc. Restricted Stock Agreement
10.3 2002 Core Molding Technologies, Inc. Employee Stock Purchase Plan
(as amended May 17, 2006)
10.4 Form of Executive Severance Agreement