UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 6, 2006
Stoneridge, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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0-13337
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34-1598949 |
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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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9400 East Market Street
Warren, Ohio
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44484 |
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| (Address of principal executive offices
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(Zip Code) |
Registrant’s telephone number, including area code: (330) 856-2443
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o 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.
See Item 5.02 below.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
This amended Form 8-K amends the Company’s Form 8-K filed on January 12, 2006, which among other
things, disclosed the appointment of John C. Corey as the Company’s new president and chief
executive officer. Mr. Corey commenced his employment with the Company as president and chief
executive officer on January 16, 2006. Pursuant to Instruction 2 to Item 5.02 this amendment is
being filed to disclose a description of the material terms of the employment agreement by and
between the Company and Mr. Corey.
Mr. Corey’s employment agreement with the Company was entered into on February 28, 2006. The
employment agreement has an initial term ending on December 31, 2007 and, provided Mr. Corey is under
age 65, will automatically renewed for one year every year unless notice of termination is
delivered by either party before the end of the term. The employment agreement provides the
payment of a base salary of $525,000; a guaranteed bonus for the fiscal year 2006 of at least
$250,000; participation in the annual incentive plan (subject to Compensation approval at the time)
at a target of 70% of base salary; relocation benefits; a monthly car allowance; reimbursement of
country club dues and a one-time country club initiation fee; reimbursement of Mr. Corey’s premiums
on his life insurance and participation in the Company’s customary benefit plans for senior
executive personnel. In addition, if Mr. Corey is terminated by the Company without cause, the
Company will be obligated to pay him monthly (1/24th) over a 24-month period the sum of
(i) two times his annual base compensation plus (ii) two times his average annual bonus. In
addition, upon a termination without cause the Company must pay Mr. Corey a lump sum payment equal
to the pro rata annual bonus for the year of the termination and continue to cover his life and
health insurance benefits for a period of twenty-four months following the termination. The
agreement contain customary covenants by Mr. Corey regarding non-competition and non-solicitation
and use of confidential information.
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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Stoneridge, Inc. |
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Date: March 3, 2006
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/s/ George E. Strickler |
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George E. Strickler, Executive Vice
President and Chief Financial Officer (Principal Financial and
Accounting Officer) |