Key Technology, Inc. Form 8-K 02-14-06
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): February 8, 2006
KEY
TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
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OREGON
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0-21820
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93-0822509
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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150
Avery Street
Walla
Walla, Washington 99362
(Address
of principal executive offices) (Zip Code)
(509)
529-2161
(Registrant’s
telephone number, including area code)
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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Section 1
- Registrant's Business and Operations
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Item 1.01
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Entry
into Material Definitive
Agreements
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On
February 8, 2006, the shareholders of Key Technology, Inc. (the "Company")
approved Amendment No. 1 to the 2003 Restated Employees’ Stock Incentive Plan
(the “Plan”). The amendment deletes the terms of the Plan providing for
automatic stock option awards to members of the Compensation Committee of the
Board of Directors of the Company, and authorizes the discretionary award of
shares of restricted stock to employee and non-employee members of the Board,
including members who serve on the Compensation Committee. The amendment also
makes certain administrative and clarifying changes with respect to Board
authority to take actions under the Plan. As a result of recent guidance
provided by the Financial Accounting Standards Board in connection with the
adoption of FAS 123R, the amendment lastly makes further administrative changes
in the Plan with respect to determining the date of grant of
awards.
The
complete text of the Plan, as amended, is filed as Exhibit 10.1 to this Form
8-K
and incorporated by reference herein.
Additionally,
on February 8, 2006, in view of the increased responsibilities of the members
of
the Board of Directors of the Company, the Compensation Committee of the Board
of Directors recommended and the Board approved an increase in the annual
aggregate compensation for non-employee directors of the Company to $50,000
per
year. The annual compensation for board service by non-employee directors
consists of (a) cash compensation of $12,500, with additional cash
compensation of $2,500 for the chair of the Audit Committee, and (b) an
award of shares of restricted stock equal to the number of shares of common
stock of the Company that may be obtained by dividing $37,500 by the closing
price of the Company's common stock on the day of the annual meeting of
shareholders. As a result, on February 8, 2006, awards of restricted stock
in the amount of 3,125 shares were made pursuant to restricted stock agreements
to each of Thomas C. Madsen, John E. Pelo, Michael L. Shannon,
Charles H. Stonecipher and Donald A. Washburn. The restrictions on the
restricted shares awarded lapse one-year after the date of grant, except in
the
event of the death of a director which will accelerate the lapse of the
restrictions to the date of death or in the event of a change in control of
the
Company which will permit the Compensation Committee of the Board of Directors
to accelerate the lapse of the restrictions in its discretion. The directors
of
the Company are also entitled to reimbursement of expenses incurred in
connection with attendance at meetings of the Board of Directors.
The
Form of Restricted Stock Agreement is filed as Exhibit 10.2 to this Form 8-K
and
is incorporated by reference herein.
Section
9 - Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits.
The
following exhibits are furnished with this Current Report on Form
8-K:
Exhibit
No. Description
10.1
2003Restated
Employee’s Stock Incentive Plan (as approved by the shareholders of the Company
on February 8, 2006)
10.2
Form
of Restricted Stock 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 thereunto
duly authorized.
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KEY
TECHNOLOGY, INC.
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/s/
Ronald W. Burgess
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Ronald
W. Burgess
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Senior
Vice President and Chief Financial
Officer
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Dated:
February 14, 2006