-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sz/qpUcwO3jDibRT26wjGkXgvGjH3YP6hciDDcjhzQsbJ/jPFSJE2y6W2NBEbhag XFUHGSqKn6AlVqpiQd33MQ== 0001001718-06-000009.txt : 20060322 0001001718-06-000009.hdr.sgml : 20060322 20060322172837 ACCESSION NUMBER: 0001001718-06-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060317 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060322 DATE AS OF CHANGE: 20060322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EGL INC CENTRAL INDEX KEY: 0001001718 STANDARD INDUSTRIAL CLASSIFICATION: ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO [4731] IRS NUMBER: 760094895 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27288 FILM NUMBER: 06704526 BUSINESS ADDRESS: STREET 1: 15340 VICKERY DR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816183100 MAIL ADDRESS: STREET 1: 15350 VICKERY DR STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE USA AIRFREIGHT INC DATE OF NAME CHANGE: 19951002 8-K 1 f20060322serranodirectorresi.htm UNITED STATES



UNITED STATES

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):

March 17, 2006

 

EGL, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Texas

(State or Other Jurisdiction of Incorporation)

 

000-27288

76-0094895

(Commission File Number)

(IRS Employer Identification No.)

 


15350 Vickery Drive, Houston, Texas

77032

(Address of Principal Executive Offices)

(Zip Code)

 

(281) 618-3100

(Registrant’s Telephone Number, Including Area Code)

 

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 (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.

On March 22, 2006, EGL, Inc. ("EGL") announced that it had named Charles H. Leonard as Chief Financial Officer of the company, effective March 27, 2006. A description of the offer letter dated March 13, 2006 and executed on March 22, 2006 between EGL and Mr. Leonard is included in Item 5.02 of this report, and is incorporated herein by reference.  A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 22, 2006, EGL announced that it had named Charles H. Leonard as Chief Financial Officer of the company, effective March 27, 2006.  Prior to joining EGL, Mr. Leonard, 57, was Chief Financial Officer of Transport Industries Holdings, Inc., a privately held transportation and logistics company, from September 2005 to December 2005.  Prior to that, Mr. Leonard was Senior Vice President and Chief Financial Officer of the General Partner of TEPPCO Partners, L.P. (NYSE: TPP), a energy transportation company, from 1990 to his retirement from TEPPCO Partners in July 2005.

EGL and Mr. Leonard have entered into an offer letter dated March 13, 2006 and executed on March 22, 2006. Under the terms of the offer letter, Mr. Leonard will be paid an annual base salary of $325,000, and will be eligible for a signing bonus of $50,000 paid quarterly during the first year of employment. Mr. Leonard will also be eligible to participate in the company’s Incentive Bonus Plan for Executive Management Employees, with a target annual bonus of 100% of his base salary, and a minimum annual bonus during the first year of employment of 50% of his base salary.  

In accordance with the offer letter, the Compensation Committee of EGL's Board of Directors has approved an award to Mr. Leonard of an option to purchase 100,000 shares of EGL common stock, which will vest over three years and have an exercise price equal to the fair market value of the common stock on the date of grant.   In addition, Mr. Leonard will be eligible for annual grants of between 10,000 and 20,000 stock options based on EGL achieving annual operating income goals. Mr. Leonard will also receive benefits comparable to other management employees of EGL, including health, life and disability insurance and a car allowance.  

Pending execution of a Change of Control Agreement, Mr. Leonard will be entitled to receive certain severance payments following certain circumstances involving a change of control of the company.  

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.


On March 17, 2006, Elijio Serrano notified EGL, Inc. (the “Company”) of his intention to resign his position as a member of the Company’s Board of Directors effective March 17, 2006.  Mr. Serrano’s resignation was due to his new position with a company not competitive with the business of EGL, Inc.







Item 9.01

Financial Statements and Exhibits.

(c)    Exhibits

99.1

Press release, dated March 22, 2006, reporting hiring of the Company’s new CFO.

     







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.



Date:  March 22, 2006

EGL, INC.




By:

/s/ Dana Carabin


Dana Carabin

General Counsel and Secretary





EX-99 2 exhibit991.htm Press Release



LOGO


World Headquarters

15350 Vickery Drive

Houston, TX  77032


Mike Slaughter

Vice President Finance

281-618-3428

                NEWS RELEASE

 

FOR IMMEDIATE RELEASE


Wednesday March 22, 2006



EGL, Inc. Names

Charles H. Leonard as Chief Financial Officer


HOUSTON, March 22, 2006 – EGL, Inc. (NASDAQ: EAGL) a leading global freight forwarder and logistics provider, today announced it has named Charles H. (Chuck) Leonard as chief financial officer.


Mr. Leonard has over thirty years of experience in finance, accounting, financial controls, risk management, treasury, planning and financial reporting.  He will oversee all of EGL’s finance functions and will join EGL on March 27, 2006.


“Chuck has the knowledge and experience to help guide EGL as we continue to execute on our growth plans and implement new initiatives”, said James R. Crane, chairman and chief executive officer of EGL.   

 

Prior to joining EGL, Mr. Leonard was senior vice president and chief financial officer of the general partner of TEPPCO Partners, L.P., one of the largest publicly traded pipeline limited partnerships from March 1990 to July 2005.  He joined TEPPCO in 1988 as vice president and controller and also served as treasurer from October 1996 to May 2002.   


___________________


About EGL

Founded in 1984, Houston-based EGL, Inc. operates under the name EGL Eagle Global Logistics.  EGL is a leading global transportation, supply chain management and information services company dedicated to providing superior flexibility and fewer shipping restrictions on a price competitive basis. With 2005 revenues of $3.1 billion, EGL’s services include air and ocean freight forwarding, customs brokerage, local pickup and delivery service, materials management, warehousing, trade facilitation and procurement, and integrated logistics and supply chain management services. The Company’s shares are traded on the NASDAQ National Market under the symbol “EAGL”.

___________________








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